SEC Form 4 · accession 0001553369-15-000012
Con-way Inc. · CNW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Charles R Mullett
Officer — VP Govt Rltns & Pub Affrs
Period of report
Oct 30, 2015
Accepted (ET)
Nov 2, 2015 · 1:51 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 | 12,476 | $47.60 | D | 10,743 | D | |
| Common StockF1 | Oct 30, 2015 | D | 4,241 | — | D | 6,502 | D | |
| Common StockF2 | Oct 30, 2015 | D | 6,502 | — | D | 0 | D | |
| Common StockF3 | Oct 30, 2015 | A | 4,241 | — | A | 4,241 | D | |
| Common StockF3 | Oct 30, 2015 | D | 4,241 | — | D | 0 | D | |
| Common StockF2 | Oct 30, 2015 | A | 6,502 | — | A | 6,502 | D | |
| Common StockF4 | Oct 30, 2015 | D | 6,502 | — | D | 0 | D | |
| Common Stock | Oct 30, 2015 | U | 400 | $47.60 | D | 0 | I | by 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 | 4,837 | D | — | Feb 9, 2020 | Common Stock | 4,837 | 0 | D |
| Stock Option (Right to Buy)F6 | $55.20 | Oct 30, 2015 | D | 2,400 | D | — | Jan 22, 2016 | Common Stock | 2,400 | 0 | D |
| Stock Option (Right to Buy)F6 | $31.89 | Oct 30, 2015 | D | 2,662 | D | — | Feb 7, 2021 | Common Stock | 2,662 | 0 | D |
| Stock Option (Right to Buy)F6 | $44.09 | Oct 30, 2015 | D | 3,710 | D | — | Jan 28, 2018 | Common Stock | 3,710 | 0 | D |
| Stock Option (Right to Buy)F6 | $46.65 | Oct 30, 2015 | D | 5,000 | D | — | Jan 29, 2017 | Common Stock | 5,000 | 0 | D |
| Phantom StockF7 | — | Oct 30, 2015 | D | 248 | D | — | — | Common Stock | 248 | 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.
- 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.
- 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.