Sec Form 4 Filing - SCR-Sibelco NV @ Covia Holdings Corp - 2018-05-31

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
SCR-Sibelco NV
2. Issuer Name and Ticker or Trading Symbol
Covia Holdings Corp [ CVIA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
PLANTIN EN MORETUSLEI 1A
3. Date of Earliest Transaction (MM/DD/YY)
05/31/2018
(Street)
ANTWERP, C9B-2018
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 05/31/2018 S( 1 )( 2 ) 169,550 D 86,019,653 ( 3 ) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SCR-Sibel co NV
PLANTIN EN MORETUSLEI 1A
ANTWERP, C9B-2018
X
Signatures
/s/ Andrew D. Eich under a power of attorney 06/04/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As contemplated by the Agreement and Plan of Merger, dated as of December 11, 2017, by and among Covia Holdings Corporation (formerly known as Unimin Corporation, the "Company"), Fairmount Santrol Holdings Inc. ("Fairmount Santrol"), SCR-Sibelco NV (the "Registrant") and other parties named therein providing for the business combination (the "Merger") between the Company and Fairmount Santrol, prior to, and as a condition to, the closing of the Merger, the Company contributed assets comprising its global high purity quartz mining and production business to Sibelco North America, Inc. ("HPQ Co"), in exchange for 100% of the issued and outstanding shares of common stock of HPQ Co and the assumption by HPQ Co of the liabilities relating to the transferred assets.
( 2 )(Continued from footnote 1) In accordance with the Redemption Agreement, dated as of May 31, 2018, by and between the Company and the Registrant, on May 31, 2018, the Company redeemed 169,550 shares of common stock of the Company held by the Registrant in consideration for all of the shares of HPQ Co transferred to the Registrant by the Company.
( 3 )On June 1, 2018, immediately prior to the closing of the Merger, the Company effected a 89.0403467639676 for 1 stock split of its common stock, resulting in Sibelco's ownership of 86,019,653 shares of Company common stock.

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