SEC Form 4 · accession 0001104659-18-061543
KLX Inc. · KLXI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas P McCaffrey
Officer — President & Chief Op. Officer
Period of report
Oct 9, 2018
Accepted (ET)
Oct 11, 2018 · 11:23 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001617898
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Oct 9, 2018 | D | 12,663 | $0.00 | D | 331,559 | D | |
| Common StockF4 | Oct 9, 2018 | D | 331,559 | $63.00 | D | 0 | D | |
| Common StockF4,F3 | Oct 9, 2018 | D | 7,525 | $63.00 | D | 0 | I | By Family Trust |
| Common StockF3 | holding | — | — | — | 7,525 | I | By Family Trust |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Reflects the forfeiture of 2/3 of the grant of restricted stock made on August 24, 2018 for no consideration in connection with the consummation of the merger (the "Merger") involving KLX Inc. ("KLX") and The Boeing Company ("Boeing") pursuant to the Agreement and Plan of Merger, dated as of April 30, 2018, as amended (the "Merger Agreement"), by and among KLX, Boeing and Kelly Merger Sub, Inc., a wholly owned subsidiary of Boeing ("Merger Sub"). On October 9, 2018, Merger Sub merged with and into KLX with KLX continuing as the surviving corporation and wholly owned subsidiary of Boeing.
- F2Pursuant to the anti-dilution provisions of the KLX Inc. Long-Term Incentive Plan, the amount of securities beneficially owned by the reporting person has been adjusted in connection with the spin-off by KLX of all of the common stock of its wholly owned subsidiary, KLX Energy Services Holdings, Inc., which was completed on September 14, 2018. As a result of the adjustment, the reporting person received 11,976 additional shares of restricted stock.
- F3The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or for any other purpose.
- F4Reflects the disposition in connection with the consummation of the transactions contemplated by the Merger Agreement. At the effective time of the Merger (the "Effective Time"), each share of KLX common stock that was issued and outstanding immediately prior to the Effective Time was converted into the right to receive $63 per share in cash, without interest. In addition, pursuant to the Merger Agreement, each unvested restricted stock award outstanding immediately prior to the Effective Time became fully vested and was then immediately cancelled in exchange for the right to receive a lump sum cash payment equal to $63 multiplied by the number of shares of KLX common stock subject to each such restricted stock award less any applicable withholding or other taxes.