SEC Form 4 · accession 0001135732-15-000010
Con-way Inc. · CNW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stephen L Bruffett
Officer — EVP & CFO
Period of report
Oct 30, 2015
Accepted (ET)
Nov 2, 2015 · 1:38 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000023675
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Oct 30, 2015 | U | 56,857 | $47.60 | D | 37,056 | D | |
| Common StockF1 | Oct 30, 2015 | D | 14,063 | — | D | 22,993 | D | |
| Common StockF2 | Oct 30, 2015 | D | 22,993 | — | D | 0 | D | |
| Common StockF3 | Oct 30, 2015 | A | 22,993 | — | A | 22,993 | D | |
| Common StockF3 | Oct 30, 2015 | D | 22,993 | — | D | 0 | D | |
| Common StockF4 | Oct 30, 2015 | A | 14,063 | — | A | 14,063 | D | |
| Common StockF4 | Oct 30, 2015 | D | 14,063 | — | D | 0 | D | |
| Common Stock | Oct 30, 2015 | U | 672 | $47.60 | D | 0 | I | 401(k) |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| CSAR - Stock Appreciation RightF5 | $28.92 | Oct 30, 2015 | D | 13,479 | D | — | Feb 9, 2020 | Common Stock | 13,479 | 0 | D |
| Stock Option (Right to Buy)F6 | $31.89 | Oct 30, 2015 | D | 17,813 | D | — | Feb 7, 2021 | Common Stock | 17,813 | 0 | D |
| ISO - Stock Option (Right to Buy)F6 | $50.38 | Oct 30, 2015 | D | 10,000 | D | — | Sep 20, 2018 | Common Stock | 10,000 | 0 | D |
Explanation of responses
- F1These Restricted Stock Units ("RSUs"), which were scheduled to vest on or prior to February 29, 2016, were fully vested and cancelled pursuant to the Agreement and Plan of Merger, dated September 9, 2015, among the issuer, XPO Logistics, Inc. ("XPO") and Canada Merger Corp. (the "Merger Agreement"), in exchange for a cash amount equal to the per share merger consideration of $47.60 (the "Per Share Merger Consideration") multiplied by number of shares of the issuers common stock ("Shares") subject to such RSU.
- F2Because the reporting person has received notice from XPO that he will experience a severance-qualifying termination of employment upon the completion of the merger, the Merger Agreement and applicable letter agreement provides that these RSUs were cancelled and converted into a cash amount equal to the product (rounded to the nearest whole cent) of (i) the number of Shares subject to such RSUs and (ii) the Per Share Merger Consideration.
- F3Because the reporting person has received notice from XPO that he will experience a severance-qualifying termination of employment upon the completion of the merger, the Merger Agreement and applicable letter agreement provides that these PSPUs were cancelled and converted into a cash amount equal to the product (rounded to the nearest whole cent) of (i) the number of Shares subject to such PSPUs (determined assuming that performance-based vesting conditions applicable to the PSPUs are satisfied at target) and (ii) the Per Share Merger Consideration.
- F4These Performance Share Plan Units ("PSPUs"), which were scheduled to vest on or prior to February 29, 2016, were fully vested (with the performance-based vesting conditions deemed satisfied at target) and cancelled in exchange for a cash amount equal to the Per Share Merger Consideration multiplied by number of Shares subject to such PSPU.
- F5Each stock appreciation right, whether vested or unvested, was converted pursuant to the Merger Agreement into a stock appreciation right to purchase XPO Shares on the same terms and conditions as applicable to this stock appreciation right, with the number of XPO Shares subject to such converted right being equal to the product (rounded up to the nearest whole number of shares) of (i) the total number of Shares underlying the stock appreciation right as of immediately prior to the Effective Time multiplied by (ii) the Equity Award Conversion Amount. The exercise price applicable to such converted right is equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (x) the exercise price per share applicable to such stock appreciation right immediately prior to the Effective Time by (y) the Equity Award Conversion Amount.
- F6Each option, whether vested or unvested, was converted pursuant to the Merger Agreement into an option to purchase XPO Shares on the same terms and conditions as applicable to this option, with the number of XPO Shares subject to such converted right being equal to the product (rounded up to the nearest whole number of shares) of (i) the total number of Shares underlying the option as of immediately prior to the Effective Time multiplied by (ii) the Equity Award Conversion Amount. The exercise price applicable to such converted right is equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (x) the exercise price per share applicable to such option immediately prior to the Effective Time by (y) the Equity Award Conversion Amount.