SEC Form 4 · accession 0001245156-15-000019
ANDEAVOR · ANDV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gregory James Goff
Officer — President and CEO
Period of report
Feb 10, 2015
Accepted (ET)
Feb 12, 2015 · 4:08 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 10, 2015 | M | 176,000 | — | A | 595,664 | D | |
| Common StockF5 | Feb 10, 2015 | F | 73,832 | $88.10 | D | 522,415 | 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 AwardF8,F3,F4,F1 | — | Feb 10, 2015 | M | 88,000 | D | — | — | Common Stock | 176,000 | 106,672 | D |
| Market Stock Unit AwardF8,F7,F3,F6 | — | Feb 10, 2015 | A | 39,218 | A | — | — | Common Stock | 39,218 | 145,890 | D |
Explanation of responses
- F1Payment of common shares that vested and settled pursuant to Market Stock Unit Award originally granted by the Compensation Committee of the Board of Directors on May 11, 2011 pursuant to the Company's 2011 Long-Term Incentive Plan. The potential payout for the MSU Award at vesting ranged from 50% to 200%, with payout certified by the Compensation Committee at 200%.
- F2The Company's Long-Term Incentive Plan permits grantees to pay the federal income tax liability with shares thereby reducing the awards listed above.
- F3Each market stock unit award represents a contingent right to receive shares of TSO common stock at target payout levels.
- F4The market stock unit award vested on February 1, 2015, but settled in stock upon certification by the Compensation Committee on February 10, 2015.
- F5Balance includes 583 shares in the Company's Thrift Plan and direct ownership of 521,832 shares.
- F6The market stock unit award will vest on February 10, 2018 and will be settled in stock between 50% and 200% of target payout levels.
- F7Balance includes multiple grants with various vesting dates.
- F8Award granted by the Compensation Committee of the Board of Directors.