SEC Form 4 · accession 0001104659-18-061563
KLX Inc. · KLXI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jr Stephen M Ward
Director
Period of report
Oct 9, 2018
Accepted (ET)
Oct 11, 2018 · 12:08 pm 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 | Oct 9, 2018 | A | 510 | $0.00 | A | 16,542 | D | |
| Common StockF2,F3 | Oct 9, 2018 | D | 16,542 | $63.00 | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Pursuant to the anti-dilution provisions of the KLX Inc. Long-Term Incentive Plan and the KLX Inc. Non-Employee Directors Stock and Deferred Compensation Plan, the amount of securities beneficially owned by the reporting person has been adjusted in connection with the spin-off by KLX Inc. ("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 589 additional shares of restricted stock and 1,491 additional stock units deferred under the KLX Inc. Non-Employee Directors Stock and Deferred Compensation Plan.
- F2Reflects the disposition in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of April 30, 2018, as amended (the "Merger Agreement"), by and among KLX, The Boeing Company ("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. 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.
- F3In addition, pursuant to the Merger Agreement, (i) 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, and (ii) each stock unit award, including any stock unit awards deferred under any of KLX's deferred compensation plans, became fully vested and was canceled thereafter 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 such unit award less any applicable withholding or other taxes.