SEC Form 4 · accession 0001228306-15-000008
Con-way Inc. · CNW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stephen K Krull
Officer — EVP General Counsel&Secretary
Period of report
Oct 30, 2015
Accepted (ET)
Nov 2, 2015 · 1:45 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 | 22,012 | $47.60 | D | 28,814 | D | |
| Common StockF1 | Oct 30, 2015 | D | 11,012 | — | D | 17,802 | D | |
| Common StockF2 | Oct 30, 2015 | A | 17,802 | — | A | 35,604 | D | |
| Common StockF2 | Oct 30, 2015 | D | 17,802 | — | D | 17,802 | D | |
| Common StockF3 | Oct 30, 2015 | A | 11,012 | — | A | 28,814 | D | |
| Common StockF3 | Oct 30, 2015 | D | 11,012 | — | D | 17,802 | D | |
| Common StockF4 | Oct 30, 2015 | D | 17,802 | — | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
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 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.
- F3These 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.
- F4Because 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.