SEC Form 4 · accession 0001104659-17-033554
Neff Corp · NEFF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James V Continenza
Director
Period of report
May 15, 2017
Accepted (ET)
May 17, 2017 · 8:53 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001617667
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1 | May 15, 2017 | M | 6,780 | — | A | 25,900 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F2 | — | May 15, 2017 | M | 6,780 | D | — | — | Class A Common Stock | 6,780 | 0 | D |
| Neff Holdings LLC Unit Option (right to buy)F3,F4 | $6.66 | holding | — | — | — | — | Nov 11, 2020 | Units | 20,433 | 20,433 | D |
Explanation of responses
- F1Restricted stock units convert into shares of Class A common stock on a one-for-one basis.
- F2On December 9, 2016, the reporting person was granted 6,780 restricted stock units, vesting on the earliest of: (i) the first anniversary of the grant date, (ii) the day immediately preceding the date of the next annual meeting of the Company's stockholders following the grant date and (iii) the date of a change of control.
- F3The reporting person owns options for common units of Neff Holdings LLC, a holding company that is controlled by Neff Corporation. Each common unit held by or acquired by individuals upon exercise of existing options granted by Neff Holdings will be redeemable, at the election of such member, for, at Neff Corporation's option, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to a volume-weighted average market price of one share of Class A common stock for each common unit redeemed (subject to customary adjustments, including for stock splits, stock dividends and reclassifications) in accordance with the terms of the Neff Holdings LLC Agreement; provided that, at Neff Corporation's election, Neff Corporation may effect a direct exchange of such Class A common stock or such cash for such common units.
- F4The options reflect options to purchase common units of Neff Holdings held by Neff Corporation's non-employee directors pursuant to the Neff Holdings 2010 Option Plan, subject to service-based vesting restrictions, which were converted from options to purchase Class B units of Neff Holdings in connection with Neff Corporation's initial public offering. All such options have an exercise price of $6.66 per unit. The options vested in equal installments on each of the first four anniversaries of the grant date, subject to continued service as a member of the board of directors through the applicable vesting date. The options for common units are currently exercisable and will expire on November 11, 2020.