SEC Form 4 · accession 0001140361-18-044600
American Railcar Industries, Inc. · ARII
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John R O'Bryan
Officer — President and CEO
Period of report
Dec 5, 2018
Accepted (ET)
Dec 6, 2018 · 6:12 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001344596
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Appreciation RightF2 | $35.99 | Dec 5, 2018 | D | 18,316 | D | — | Jun 1, 2024 | Common Stock | 18,316 | 0 | D |
| Stock Appreciation RightF3 | $38.28 | Dec 5, 2018 | D | 46,181 | D | — | Mar 16, 2025 | Common Stock | 46,181 | 0 | D |
Explanation of responses
- F1On December 5, 2018, the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 22, 2018, by and between American Railcar Industries, Inc. ("ARI") and STL Parent Corp. were completed. Pursuant to the Merger Agreement, Merger Sub was merged with and into ARI, with ARI continuing as the surviving corporation after the merger. At the effective time of the merger, all of the stock appreciation rights held by Mr. O'Bryan were disposed of pursuant to the terms of the Merger Agreement.
- F2One-third of these stock appreciation rights were vested at the effective time of the merger and, pursuant to the terms of the Merger Agreement, were cancelled at the effective time in exchange for the right to receive a lump sum cash payment calculated in accordance with the terms of the Merger Agreement. The unvested portion was cancelled for no consideration or payment.
- F3All of these stock appreciation rights were unvested at the effective time of the merger and, pursuant to the terms of the Merger Agreement, were cancelled for no consideration or payment.