SEC Form 5 · accession 0001225208-19-001027
CUMMINS INC · CMI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard Joseph Freeland
Officer — President & COO
Period of report
Dec 31, 2018
Accepted (ET)
Jan 18, 2019 · 11:11 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000026172
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| CommonF2 | May 8, 2018 | G | 3,307 | $0.00 | D | 0 | D | |
| Common | Aug 28, 2018 | G | 1,242 | $0.00 | D | 3,832 | I | By GRAT #1 |
| Common | Aug 28, 2018 | G | 3,832 | $0.00 | D | 0 | I | By GRAT #1 |
| Common | Nov 14, 2018 | G | 6,947 | $0.00 | A | 6,947 | I | By GRAT #2 |
| Common | May 8, 2018 | G | 3,307 | $0.00 | A | 20,070 | I | By Trust |
| Common | Aug 28, 2018 | G | 3,832 | $0.00 | A | 23,902 | I | By Trust |
| Common | Aug 30, 2018 | G | 1,428 | $0.00 | D | 22,474 | I | By Trust |
| Common | Nov 14, 2018 | G | 6,947 | $0.00 | D | 15,527 | I | By Trust |
| CommonF6 | holding | — | — | — | 2,867 | I | By 401(k) Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right-to-Buy) | $109.09 | holding | — | — | — | Apr 4, 2019 | Apr 4, 2026 | Common | 48,500 | 48,500 | D |
| Stock Option (Right-to-Buy) | $111.84 | holding | — | — | — | Apr 2, 2015 | Apr 2, 2023 | Common | 16,450 | 16,450 | D |
| Stock Option (Right-to-Buy) | $119.77 | holding | — | — | — | May 2, 2013 | May 2, 2021 | Common | 8,150 | 8,150 | D |
| Stock Option (Right-to-Buy) | $120.28 | holding | — | — | — | Apr 2, 2014 | Apr 2, 2022 | Common | 11,030 | 11,030 | D |
| Stock Option (Right-to-Buy) | $136.82 | holding | — | — | — | Apr 2, 2018 | Apr 2, 2025 | Common | 22,340 | 22,340 | D |
| Stock Option (Right-to-Buy) | $149.34 | holding | — | — | — | Apr 2, 2017 | Apr 2, 2024 | Common | 12,290 | 12,290 | D |
| Stock Option (Right-to-Buy) | $149.72 | holding | — | — | — | Apr 3, 2020 | Apr 3, 2027 | Common | 31,270 | 31,270 | D |
| Stock Option (Right-to-Buy) | $154.20 | holding | — | — | — | Jul 16, 2017 | Jul 16, 2024 | Common | 1,960 | 1,960 | D |
| Stock Option (Right-to-Buy) | $160.10 | holding | — | — | — | Apr 3, 2021 | Apr 3, 2028 | Common | 26,070 | 26,070 | D |
Explanation of responses
- F1Gift of shares from the reporting person's directly-held shares to the reporting person's revocable trust.
- F2Reflects a negative adjustment of 24 shares since the reporting person's last Form 4 to reflect an increase in the number of shares withheld to satisfy tax liabilities related to earned performance shares. The withholding transaction was exempt under Section 16b-3.
- F3Upon termination of the Grantor Retained Annuity Trust #1 by the reporting person, a total of 1,242 shares (621 each) were distributed to the reporting person's children, and the remaining 3,832 shares in the Grantor Retained Annuity Trust #1 were distributed to the reporting person's revocable trust.
- F4Gift of shares from the reporting person's recovable trust to the Grantor Retained Annuity Trust #2.
- F5Gift to reporting person's donor advised charitable fund.
- F6The number of shares is based on the dollar value of the reporting person's interest in the Cummins Stock Fund under the Company's 401(k) plan as most recently provided by the plan. The actual number of shares underlying the interest is not known since the Cummins Stock Fund is a unitized account consisting of approximately 98% common stock and 2% cash or cash equivalents.