SEC Form 4 · accession 0000899243-18-025929
ANDEAVOR · ANDV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David Lilley
Director
Period of report
Sep 28, 2018
Accepted (ET)
Oct 2, 2018 · 9:29 pm EDT
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,F2 | Oct 1, 2018 | D | 16,279 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom StockF3 | — | Sep 28, 2018 | A | 15 | A | — | — | Common Stock | 15 | 4,023 | D |
| Phantom StockF4 | — | Oct 1, 2018 | D | 4,023 | D | — | — | Common Stock | 4,023 | 0 | D |
| Restricted Stock UnitsF5 | — | Oct 1, 2018 | D | 1,689 | D | — | — | Common Stock | 1,689 | 0 | D |
Explanation of responses
- F1Includes 1,145 restricted stock units.
- F2Pursuant to the Agreement and Plan of Merger, dated as of April 29, 2018, by and among the Issuer, Marathon Petroleum Corporation ("MPC"), Mahi Inc. and Mahi LLC (as amended, the "Merger Agreement"), at the effective time, each outstanding share of the Issuer's common stock was cancelled and became exchangeable for, at the holder's election, either $152.27 in cash or 1.87 shares of MPC common stock, subject to an allocation and proration whereby the outstanding shares of Issuer's common stock would be exchanged for approximately $3.5 billion in cash with the balance of shares exchanged for MPC shares, and each restricted stock unit was accelerated and cancelled in exchange for $152.27 in cash.
- F3Represents dividend equivalent rights accrued to previously granted phantom stock awards, which were awarded under the director's deferred compensation plan.
- F4Pursuant to the Merger Agreement, at the effective time, each phantom stock unit was cancelled in exchange for $152.27 in cash.
- F5Pursuant to the Merger Agreement, at the effective time, each restricted stock unit for which the reporting person had previously elected to defer distribution was accelerated and cancelled in exchange for $152.27 in cash.