SEC Form 4 · accession 0001104659-17-060422

Neff Corp · NEFF

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

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1On October 2, 2017, pursuant to an Exchange Agreement (the "Exchange Agreement") by and among Neff Corporation (the "Issuer"), Neff Holdings LLC ("Holdings"), the holders of options ("LLC Optionsholders") to purchase common units of Holdings ("Neff Holdings LLC Units"), and Mark Irion, in his capacity as management representative, immediately prior to the Effective Time (as defined in the URI Merger Agreement, as defined below), all Neff Holdings LLC Units owned by the LLC Optionsholders, after giving effect to the exercise of the options to purchase Neff Holdings LLC Units held by the LLC Optionsholders (the "LLC Options Exercises"), were redeemed for shares of the Issuer's Class A Common Stock.
• F10The Unvested Options would have vested in four equal annual installments beginning on December 9, 2017.
• F11Each Unvested RSU represented a contingent right to receive one share of Class A Common Stock. The Unvested RSUs would have cliff-vested on December 2, 2018, subject to continued employment (subject to certain acceleration triggers) and the achievement of certain performance criteria.
• F12The Unvested Options would have vested in three equal annual installments beginning on December 2, 2017.
• F13On October 2, 2017, pursuant to the URI Merger Agreement, all vested options to purchase shares of the Issuer's Class A Common Stock ("Vested Options") outstanding and unexercised as of the Effective Time (as defined in the URI Merger Agreement) were cancelled and in consideration for the cancellation of such Vested Options, Parent shall cause the Issuer or one of its subsidiaries to pay to the holders of Vested Options an amount in cash within 10 days after October 2, 2017 (less applicable Tax withholdings) equal to the product of (i) the Merger Consideration (as defined in the URI Merger Agreement), minus the per share exercise price for the Class A Common Stock issuable under such Vested Options (or portion thereof), multiplied by (ii) the number of shares of Class A Common Stock subject to such Vested Options (or portion thereof) as of the Effective Time.
• F14The Unvested Options would have vested in two equal annual installments beginning on November 20, 2017.
• F15The Vested Options vested in two equal annual installments beginning on November 20, 2015.
• F16Each Unvested RSU represented a contingent right to receive one share of Class A Common Stock. The Unvested RSUs would have cliff-vested on February 3, 2018, subject to continued employment (subject to certain acceleration triggers) and the achievement of certain performance criteria.
• F17Each Unvested RSU represented a contingent right to receive one share of Class A Common Stock. The Unvested RSUs would have cliff-vested on November 20, 2017, subject to continued employment (subject to certain acceleration triggers) and the achievement of certain performance criteria.
• F2In addition, pursuant to the Exchange Agreement, the number of Neff Holdings LLC Units the LLC Optionsholders received in the LLC Options Exercises was reduced by the number of Neff Holdings LLC Units having a value (equal to the Merger Consideration, as defined in the URI Merger Agreement) equal to the sum of the aggregate exercise price of the options to purchase Neff Holdings LLC Units being exercised by such LLC Optionsholder plus the minimum tax withholding required in connection with the exercise of the options to purchase Neff Holdings LLC Units held by such LLC Optionsholder (with such Neff Holdings LLC Units so withheld to pay such exercise price and tax withholding to be treated as if they were provided to the applicable LLC Optionsholder).
• F3The options to purchase Neff Holdings LLC Units were currently exercisable.
• F4On October 2, 2017, pursuant to the Plan of Merger (the "URI Merger Agreement"), by and among the Issuer, United Rentals (North America), Inc. ("Parent"), and UR Merger Sub III Corporation ("Merger Sub"), Merger Sub was merged with and into the Issuer with the Issuer surviving as a wholly owned subsidiary of Parent, with each share of the Issuer's Class A Common Stock that was issued and outstanding prior to the Effective Time (as defined in the URI Merger Agreement) being cancelled and automatically converted into the right to receive $25.00 in cash, on the terms and subject to the conditions of the URI Merger Agreement.
• F5On October 2, 2017, pursuant to the URI Merger Agreement, all unvested restricted stock unit awards in respect of shares of the Issuer's Class A Common Stock ("Unvested RSUs") outstanding at the Effective Time (as defined in the URI Merger Agreement) were cancelled and in consideration for the cancellation of such Unvested RSUs, United Rentals, Inc. issued to the holders of such Unvested RSUs an award of time-vesting restricted stock units ("Substitute RSUs") relating to the number of shares of United Rentals, Inc. Common Stock equal to the product of
• F6(i) the number of shares of Issuer Class A Common Stock with respect to which such Unvested RSUs were unvested as of immediately prior to the Effective Time and (ii) the Exchange Ratio (as defined in the URI Merger Agreement), and which generally are subject to the same terms and conditions (including, without limitation, any time-based vesting schedule) as applied to the Unvested RSUs in respect of which such Substitute RSUs were granted, provided that any performance vesting condition was waived.
• F7Each Unvested RSU represented a contingent right to receive one share of Class A Common Stock. The Unvested RSUs would have cliff-vested on December 12, 2019, subject to continued employment (subject to certain acceleration triggers) and the achievement of certain performance criteria.
• F8On October 2, 2017, pursuant to the URI Merger Agreement, all unvested options to purchase shares of the Issuer's Class A Common Stock ("Unvested Options") outstanding as of the Effective Time (as defined in the URI Merger Agreement) were cancelled and in consideration for the cancellation of such Unvested Options, United Rentals, Inc. issued to the holders of such Unvested Options, options to purchase United Rentals, Inc. Common Stock ("Substitute Options") that have, and be subject to, the same terms and conditions as were applicable to the Unvested Options immediately prior to the Effective Time (including any vesting provisions), provided that
• F9(i) each Substitute Option is exercisable for that number of whole United Rentals, Inc. Common Stock equal to the product (rounded down to the nearest whole number) of (w) the number of shares of Issuer Class A Common Stock that were issuable upon the exercise of the Unvested Options (or portion thereof) in respect of which such Substitute Option was granted immediately prior to the Effective Time and (x) the Exchange Ratio (as defined in the URI Merger Agreement) and (ii) the per share exercise price for the United Rentals, Inc. Common Stock issuable upon exercise of such Substitute Option equals the quotient (rounded up to the nearest whole cent) of (y) the exercise price per share of Issuer Class A Common Stock applicable to the Unvested Options (or portion thereof) in respect of which such Substitute Option was granted immediately prior to the Effective Time and (z) the Exchange Ratio.

Remarks

The acquisitions and dispositions reported in this Form 4 were approved by the Board of Directors of Neff Corporation in advance of such acquisitions and dispositions.