FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
INTERNATIONAL FLAVORS & FRAGRANCES INC [ IFF ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/04/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 10/04/2018 | A | 6,502(1) | A | $0(2) | 6,502 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 |
Explanation of Responses: |
1. On October 4, 2018, pursuant to an Agreement and Plan of Merger, dated May 7, 2018 (as amended on August 25, 2018, the "Merger Agreement"), among International Flavors & Fragrances Inc. ("IFF"), Frutarom Industries Ltd. ("Frutarom"), and Icon Newco LTD. ("Merger Sub"), Merger Sub merged with and into Frutarom (the "Merger"), with Frutarom continuing as a wholly owned subsidiary of IFF. At the effective time of the Merger (the "Effective Time"), each ordinary share of Frutarom ("Frutarom Ordinary Shares") was converted into the right to receive (i) $71.19 in cash (the "Cash Consideration") and (ii) 0.2490 of a validly issued, fully paid and nonassessable share of common stock of IFF ("IFF Common Stock"), with cash paid in lieu of fractional shares (together with the Cash Consideration, the "Merger Consideration"). On the effective date of the Merger, the closing price of IFF Common Stock was $137.39. (Continued in footnote 2.) |
2. At the Effective Time, each option to purchase Frutarom Ordinary Shares that was outstanding and vested immediately prior to the Effective Time was canceled in exchange for the right to receive the Merger Consideration in respect of each net share subject to such vested option. For this purpose, "net share" means, with respect to an option, the quotient of (i) the product of (A) the excess, if any, of the value of the Merger Consideration (calculated as specified in the Merger Agreement) over the exercise price per Frutarom Ordinary Share subject to such option, multiplied by (B) the number of Frutarom Ordinary Shares subject to such option, divided by (ii) the value of the Merger Consideration. As a result, the Reporting Person received the reported shares of IFF Common Stock and his portion of the Cash Consideration in exchange for his vested options to purchase 34,434 Frutarom Ordinary Shares. |
/s/ Nanci Prado, attorney in fact | 10/09/2018 | |
** 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 Number. |