SEC Form 4 · accession 0001127602-15-005758
WERNER ENTERPRISES INC · WERN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James Lynn Johnson
Officer — Exec VP - Chief Acctg Officer
Period of report
Feb 10, 2015
Accepted (ET)
Feb 12, 2015 · 4:34 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 | 9,000 | $0.00 | A | 52,359 | D | |
| Common StockF2 | Feb 10, 2015 | F | 677 | $29.37 | D | 51,682 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (Right to Buy)F3 | $17.18 | holding | — | — | — | — | Nov 30, 2017 | Common Stock | 15,000 | 15,000 | D |
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 1,800 shares of performance-based restricted stock granted to the Reporting Person on February 10, 2014.
- F3Stock options become exercisable in the following percentages at the specified number of months from grant date: 15% at 24 months; 20% each at 36, 48, and 60 months; and 25% at 72 months.