SEC Form 4 · accession 0000032689-17-000003
EMPIRE DISTRICT ELECTRIC CO · EDE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ross C Hartley
Director
Period of report
Dec 31, 2016
Accepted (ET)
Jan 4, 2017 · 4:29 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000032689
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF5 | Jan 3, 2017 | D | 9,969 | $34.00 | D | 0 | D | |
| Common StockF6,F5 | Jan 3, 2017 | D | 50,243 | $34.00 | D | 0 | I | By Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom Stock UnitsF2,F3 | $0.00 | Dec 31, 2016 | A | 2,206 | A | Jan 3, 2017 | — | Common Stock | 2,206 | 37,824 | D |
| Phantom Stock UnitsF2,F3 | $0.00 | Dec 31, 2016 | A | 99 | A | Jan 3, 2017 | — | Common Stock | 99 | 37,923 | D |
| Phantom Stock UnitsF4 | — | Jan 3, 2017 | D | 37,923 | D | — | — | Common Stock | 37,923 | 0 | D |
Explanation of responses
- F1Shares of Phantom Stock Units are awarded to director pursuant to Stock Unit Plan for Directors.
- F2Shares of Phantom Stock Units are exercisable upon the earliest of this election date, retirement or death.
- F3Shares of Phantom Stock Units are exercisable upon the earliest of the election date, retirement or death and do not expire.
- F4Reflects the disposition of Phantom Stock Units pursuant to the Merger Agreement. Pursuant to the Merger Agreement, as of the effective date of the merger, the Phantom Stock Units were cancelled and converted into the right to receive an amount in cash equal to the Per-Share Merger Consideration, payment to be made at the time elected or provided pursuant to the terms and conditions of the Director Stock Unit Plan.
- F5Reflects the disposition of shares and stock units pursuant to the Agreement and Plan of Merger by and among The Empire District Electric Company (Empire), Liberty Utilities (Central) Co., and Liberty Sub Corp. (the "Merger Agreement"). Pursuant to the Merger Agreement, as of the effective date of the merger (January 1, 2017), the outstanding shares of Empire common stock were cancelled and converted automatically into the right to receive an amount in cash (without interest) equal to $34.00 per share (the "Per-Share Merger Consideration").
- F6The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.