Statement of Changes in Beneficial Ownership (4)
07 June 2022 - 2:21AM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
WEBB MAXIM C W |
2. Issuer Name and Ticker or Trading Symbol
VIDLER WATER RESOURCES, INC.
[
VWTR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Executive Chairman, CFO |
(Last)
(First)
(Middle)
C/O VIDLER WATER RESOURCES, INC., 3480 GS RICHARDS BLVD., SUITE 101 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/25/2022 |
(Street)
CARSON CITY, NV 89703
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 5/25/2022 | | U | | 85132 | D | $15.75 (1) | 0 | D | |
Common Stock | 5/25/2022 | | D | | 40875 | D | $15.75 (2) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Stock Options (Right to Buy) | $14.51 | 5/25/2022 | | D | | | 95238 | (3) | 11/14/2024 | Common Stock | 95238 | (3) | 0 | D | |
Explanation of Responses: |
(1) | Disposed of pursuant to the Agreement and Plan of Merger, dated April 13, 2022, by and among D.R. Horton, Inc., Potable Merger Sub, Inc. and Vidler Water Resources, Inc. (the "Merger Agreement") in exchange for the market value of $15.75 per share on May 25, 2022, the effective date of the merger. |
(2) | In connection with the Merger Agreement, these restricted stock units, which are fully vested, were converted into a right of the holder to receive an amount in cash equal to the per share merger consideration of $15.75 multiplied by the number of shares of common stock subject to such restricted stock units immediately prior to the merger. |
(3) | In connection with the Merger Agreement, this stock option, which provided for vesting upon certain performance-based parameters, was cancelled without payment. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
WEBB MAXIM C W C/O VIDLER WATER RESOURCES, INC. 3480 GS RICHARDS BLVD., SUITE 101 CARSON CITY, NV 89703 | X |
| Executive Chairman, CFO |
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Signatures
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/s/ Maxim C.W. Webb | | 6/6/2022 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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