SEC Form 4 · accession 0001468767-15-000006
Con-way Inc. · CNW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Joseph Morris
Officer — SVP Finance & Treasurer
Period of report
Oct 30, 2015
Accepted (ET)
Nov 2, 2015 · 1:49 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 | 8,086 | $47.60 | D | 16,165 | D | |
| Common StockF1 | Oct 30, 2015 | D | 5,865 | — | D | 10,300 | D | |
| Common StockF2 | Oct 30, 2015 | D | 10,300 | — | D | 0 | D | |
| Common StockF3 | Oct 30, 2015 | A | 5,865 | — | A | 5,865 | D | |
| Common StockF3 | Oct 30, 2015 | D | 5,865 | — | D | 0 | D | |
| Common StockF4 | Oct 30, 2015 | A | 10,300 | — | A | 10,300 | D | |
| Common StockF4 | Oct 30, 2015 | D | 10,300 | — | 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.
- F2These RSUs, which were scheduled to vest after February 29, 2016, were cancelled and converted into an RSU award with the same terms and conditions as were applicable under such original RSUs as of immediately prior to October 30, 2015 (the "Effective Time"). The converted RSU relates to the number of shares of common stock of XPO ("XPO Shares") equal to the product of (i) the number of Shares subject to such original RSUs immediately prior to the Effective Time multiplied by (ii) the Equity Award Conversion Amount (as defined below), with any fractional shares rounded to the nearest whole number of shares.The "Equity Award Comversion Amount" means the quotient obtained by dividing (x) the Per Share Merger Consideration by (y) the volume weighted average trading price of XPO Shares on the New York Stock Exchange as reported by The Wall Street Journal for the five consecutive trading days ending on the trading day immediately preceeding the Effective Time.
- 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.
- F4These PSPUs, which were scheduled to vest after February 29, 2016, were cancelled and converted into an award of PSPUs with the same terms and conditions as were applicable under such original PSPU as of immediately prior to the Effective Time (including vesting and settlement terms and conditions, provided that the performance-based vesting terms relating to such PSPUs will be deemed satisfied at target as of the Effective Time). The converted PSPU award relates to the number of shares of common stock of XPO Shares equal to the product of (i) the number of Shares subject to such original PSPU 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.