SEC Form 4 · accession 0001247546-17-000006
DAVEY TREE EXPERT CO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Karl J Warnke
Officer — Chairman & CEO · Director
Period of report
Jun 23, 2017
Accepted (ET)
Jun 26, 2017 · 4:38 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000277638
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | Jun 23, 2017 | A | 2,785 | $9.85 | A | 505,893 | I | By Karl J. Warnke Trust |
| Common StockF2 | holding | — | — | — | 289,930 | I | By Barbara R. Warnke Trust | |
| Common StockF2 | holding | — | — | — | 87,406 | D | ||
| Common StockF2,F3 | holding | — | — | — | 97,625 | 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 Subscription Rights (Right to Buy) | $9.85 | Jun 23, 2017 | J | 2,785 | D | Aug 1, 2012 | Jul 31, 2019 | Common Stock | 2,785 | 1,115 | D |
Explanation of responses
- F1Reflects exercise of stock subscription rights. The reported rights to purchase shares of the Company's common stock were acquired in the Company's stock subscription offering to employees and non-employee directors in accordance with the provisions of The Davey Tree Expert Company 2004 Omnibus Stock Plan (the "Plan"). All participants in the offering purchasing in excess of $5,000 of common stock were granted a "right" to purchase one additional share of common stock, at a price of $19.70 per share, for every three shares of common stock purchased under the Plan. Each "right" may be exercised at the rate of 1/7 per year beginning on August 1, 2012, expiring upon the earlier of termination of employment or July 31, 2019. Shares and price adjusted for 2-for-1 split effective June 1, 2017.
- F2All share totals and prices reflect a 2-for-1 stock split effective June 1, 2017.
- F3The securities reported herein were acquired pursuant to The Davey Tree Expert Company's Employee Stock Ownership Plan and were accrued in the reporting person's account on the indicated date. This total reflects accumulation of 97,624.6413 common shares acquired through the Company's 401(K) benefit plan as of June 23, 2017, based on internal records.