SEC Form 4 · accession 0000899243-18-026139
ANDEAVOR · ANDV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Blane W. Peery
Officer — Vice President and Controller
Period of report
Oct 1, 2018
Accepted (ET)
Oct 3, 2018 · 8:45 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 | A | 5,935 | — | A | 8,847 | D | |
| Common StockF3 | Oct 1, 2018 | D | 8,847 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Market Stock UnitsF4 | — | Oct 1, 2018 | D | 6,510 | D | — | — | Common Stock | 6,510 | 0 | D |
Explanation of responses
- F1Vesting of Total Shareholder Return ("TSR")-based performance share award previously granted under the Issuer's Amended and Restated 2011 Long-Term Incentive Plan. The performance share award was accelerated upon the change of control of the Issuer pursuant 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"), and performance was certified by the Compensation Committee.
- F2Includes 272.343 shares held through the Andeavor 401(k) plan (based upon a statement dated September 18, 2018).
- F3Pursuant to 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. The TSR-based performance share award referenced above was assumed by MPC and converted into a time-based restricted stock unit award denominated in a number of MPC shares equal to the number of shares certified by the Compensation Committee as to performance for such award multiplied by 1.87. Includes 1,526 restricted shares of Issuer, which were assumed by MPC pursuant to the Merger Agreement and converted into MPC restricted shares equal to 1.87 multiplied by the number of such Issuer restricted shares.
- F4Pursuant to the Merger Agreement, at the effective time, each outstanding market stock unit award was assumed by MPC and converted into a time-based restricted stock unit award denominated in a number of MPC shares equal to the number of shares certified by the Compensation Committee as to performance for such award multiplied by 1.87.