SEC Form 4 · accession 0001140361-18-044614

American Railcar Industries, Inc. · ARII

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Luke M Williams

Officer — SVP, CFO and Treasurer

Period of report

Dec 5, 2018

Accepted (ET)

Dec 6, 2018 · 6:19 am EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001344596

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock, $0.01 par value per share^F1	Dec 5, 2018	D	51	$70.00	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Appreciation Right^F2	$29.31	Dec 5, 2018	D	1,700	D	—	Feb 24, 2019	Common Stock	1,700	D
Stock Appreciation Right^F2	$48.13	Dec 5, 2018	D	3,171	D	—	Feb 26, 2021	Common Stock	3,171	D
Stock Appreciation Right^F2	$50.27	Dec 5, 2018	D	5,761	D	—	Mar 9, 2022	Common Stock	5,761	D
Stock Appreciation Right^F3	$44.83	Dec 5, 2018	D	8,484	D	—	Mar 22, 2023	Common Stock	8,484	D
Stock Appreciation Right^F4	$40.93	Dec 5, 2018	D	12,446	D	—	Mar 7, 2024	Common Stock	12,446	D
Stock Appreciation Right^F5	$38.28	Dec 5, 2018	D	15,106	D	—	Mar 16, 2025	Common Stock	15,106	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. Pursuant to the terms of the Merger Agreement, all of the outstanding shares of common stock of ARI, including those held by Mr. Williams, were converted into the right to receive the merger consideration of $70.00 per share. The stock appreciation rights held by Mr. Williams were also disposed of pursuant to the terms of the Merger Agreement.
F2All 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.
F3Two-thirds 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.
F4One-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.
F5All 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.