SEC Form 4 · accession 0001104659-17-060684
Neff Corp · NEFF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert C Singer
Director
Period of report
Oct 2, 2017
Accepted (ET)
Oct 3, 2017 · 6:45 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,F2 | Oct 2, 2017 | M | 10,493 | — | A | 32,508 | D | |
| Class A Common Stock | Oct 2, 2017 | D | 32,508 | $25.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Neff Holdings LLC Unit Option (right to buy)F1,F2,F3 | $6.66 | Oct 2, 2017 | M | 14,303 | D | — | Nov 11, 2020 | Units | 14,303 | 0 | D |
| Neff Holdings LLC UnitsF1,F2 | — | Oct 2, 2017 | M | 14,303 | A | — | — | Class A Common Stock | 14,303 | 14,303 | D |
| Neff Holdings LLC UnitsF1,F2 | — | Oct 2, 2017 | F | 3,810 | D | — | — | Class A Common Stock | 3,810 | 10,493 | D |
| Neff Holdings LLC UnitsF1,F2 | — | Oct 2, 2017 | M | 10,493 | D | — | — | Class A Common Stock | 10,493 | 0 | D |
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.
- 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.
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.