SEC Form 4 · accession 0001311702-15-000013

Con-way Inc. · CNW

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Douglas Stotlar

Officer — President & CEO

Period of report

Oct 30, 2015

Accepted (ET)

Nov 2, 2015 · 1:53 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	186,691	$47.60	D	94,248	D
Common Stock^F1	Oct 30, 2015	D	35,492	$47.60	D	58,756	D
Common Stock^F2	Oct 30, 2015	D	31,674	$47.60	D	27,082	D
Common Stock^F2	Oct 30, 2015	D	27,082	$47.60	D	0	D
Common Stock^F3	Oct 30, 2015	A	35,492	—	A	35,492	D
Common Stock^F3	Oct 30, 2015	D	35,492	—	D	0	D
Common Stock^F4	Oct 30, 2015	A	31,674	—	A	31,674	D
Common Stock^F4	Oct 30, 2015	D	31,674	—	D	0	D
Common Stock^F4	Oct 30, 2015	A	40,623	—	A	40,623	D
Common Stock^F4	Oct 30, 2015	D	40,623	—	D	0	D
Common Stock	Oct 30, 2015	U	15,716	$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	D/I
CSAR - Stock Appreciation Right^F5	$28.92	Oct 30, 2015	D	46,986	D	—	Feb 9, 2020	Common Stock	46,986	D
Stock Option (Right to Buy)^F6	$55.20	Oct 30, 2015	D	55,000	D	—	Jan 22, 2016	Common Stock	55,000	D
Stock Option (Right to Buy)^F6	$44.09	Oct 30, 2015	D	44,433	D	—	Jan 28, 2018	Common Stock	44,433	D
Stock Option (Right to Buy)^F6	$46.65	Oct 30, 2015	D	57,500	D	—	Jan 29, 2017	Common Stock	57,500	D
Phantom Stock^F7	—	Oct 30, 2015	D	14,835	D	—	—	Common Stock	14,835	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.
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 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.
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.
F7Pursuant to the terms of the Merger Agreement, each Phantom Stock Unit will be deemed to be an obligation relating to XPO Shares, with the same terms and conditions as were applicable under such original Phantom Stock Unit immediately prior to the Effective Time (including vesting and settlement terms and conditions), and relating to the number of XPO Shares equal to the product of (i) the number of Shares in respect of a Phantom Stock Unit immediately prior to the Effective Time multiplied by (ii) the Equity Award Conversion Amount, with any fractional shares rounded to the nearest whole number of shares.