SEC Form 4 · accession 0001127602-15-005728
WERNER ENTERPRISES INC · WERN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gary L Werner
Officer — Chairman · Director
Period of report
Feb 10, 2015
Accepted (ET)
Feb 12, 2015 · 4:23 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000793074
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 10, 2015 | A | 45,000 | $0.00 | A | 1,720,879 | D | |
| Common StockF2 | Feb 10, 2015 | F | 2,993 | $29.37 | D | 1,717,886 | D | |
| Common Stock | holding | — | — | — | 1,875,156 | I | Co-beneficiary-childrens Trust | |
| Common StockF3 | holding | — | — | — | 479,497 | I | Gary L. Werner Irrevocable Inter Vivos Qtip Tr. II | |
| Common Stock | holding | — | — | — | 1,875,156 | I | Remainderment Interest | |
| Common StockF4 | holding | — | — | — | 500,000 | I | Spouse By Becky K. Werner Revocable Trust | |
| Common StockF5 | holding | — | — | — | 250,000 | I | Cotrustee of Clarence L. Werner Grandchildren's Trust |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents shares earned in connection with the performance-based restricted stock previously granted on February 10, 2014, based upon the level of attainment of certain performance objectives. These shares shall vest, subject to continued employment, in five annual increments of 20% each beginning February 10, 2015 (1 year after the grant date). The award will become fully vested on February 10, 2019.
- F2Represents shares required to satisfy tax withholding obligations in connection with the vesting of 9,000 shares of performance-based restricted stock granted to the Reporting Person on February 10, 2014.
- F3The reporting person disclaims actual and beneficial ownership of the shares held by the Gary L. Werner Irrevocable Inter Vivos Qtip Trust II, and the filing of this report is not an admission that the reporting person is the actual or beneficial owner of such securities for purposes of Section 16 or for any other purposes.
- F4The reporting person disclaims actual and beneficial ownership of the shares held by the Becky K. Werner Revocable Trust, and the filing of this report is not an admission that the reporting person is the actual or beneficial owner of such securities for purposes of Section 16 or for any other purposes.
- F5The reporting person serves as a cotrustee for shares held by the Clarence L. Werner Grandchildren's Trust for the benefit of the grandchildren of Clarence L. Werner, some of which are children of the reporting person. Mr. Gary L. Werner and Mr. Gregory L. Werner have shared voting and dispositive power with respect to the shares in the trust. The reporting person disclaims actual and beneficial ownership of the shares held by the Clarence L. Werner Grandchildren's Trust, and the filing of this report is not an admission that the reporting person is the actual or beneficial owner of such securities for purposes of Section 16 or for any other purposes.