SEC Form 4 · accession 0000050104-18-000046
ANDEAVOR · ANDV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Cynthia J Warner
Officer — EVP, Operations
Period of report
Feb 13, 2018
Accepted (ET)
Feb 15, 2018 · 7:16 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000050104
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 13, 2018 | M | 10,282 | — | A | 36,795 | D | |
| Common Stock | Feb 13, 2018 | F | 2,533 | $97.77 | D | 34,262 | D | |
| Common StockF3 | Feb 13, 2018 | A | 6,962 | — | A | 41,224 | D | |
| Common Stock | Feb 13, 2018 | F | 2,740 | $97.77 | D | 38,484 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Market Stock Unit AwardF1 | — | Feb 13, 2018 | M | 6,537 | D | — | — | Common Stock | 6,537 | 0 | D |
| Market Stock Unit AwardF5 | — | Feb 13, 2018 | A | 6,549 | A | — | — | Common Stock | 6,549 | 6,549 | D |
Explanation of responses
- F1Vesting and settlement of market stock unit award previously granted under the Issuer's Amended and Restated 2011 Long-Term Incentive Plan. The market stock units vested on the third anniversary of the grant date, were adjusted based upon an ANDV stock price performance multiple, and were settled in shares of common stock upon certification by the Compensation Committee.
- F2These shares of common stock were automatically withheld by the Issuer to satisfy tax withholding obligations associated with the vesting of the market stock unit award described in footnote 1.
- F3Vesting and settlement of TSR-based performance share award previously granted under the Issuer's Amended and Restated 2011 Long-Term Incentive Plan. The performance share award vested on December 31, 2017, the end of the three-year performance period, and was settled in shares of common stock upon certification by the Compensation Committee.
- F4These shares of common stock were automatically withheld by the Issuer to satisfy tax withholding obligations associated with the vesting of the performance share award described in footnote 3.
- F5Market stock unit award granted under the Issuer's Amended and Restated 2011 Long-Term Incentive Plan. The market stock units will vest on the third anniversary of the grant date and will be settled in shares of common stock. The number of shares received will be adjusted upon vesting to between 50% and 200% of the awarded amount based upon an ANDV stock price performance multiple.