SEC Form 4 · accession 0000801898-17-000043
JOY GLOBAL INC · JOY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John Nils Hanson
Director
Period of report
Apr 5, 2017
Accepted (ET)
Apr 7, 2017 · 6:02 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000801898
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Apr 5, 2017 | D | 144,367 | $28.30 | D | 0 | D | |
| Common StockF2 | Apr 5, 2017 | D | 30,000 | $28.30 | D | 0 | I | Hanson Family Foundation |
| Common StockF3,F2 | Apr 5, 2017 | D | 3,960 | $28.30 | D | 0 | I | by GRAT |
| Common StockF2,F4 | Apr 5, 2017 | D | 2,323 | $28.30 | D | 0 | I | by GRAT |
| Common StockF5,F2 | Apr 5, 2017 | D | 7,016 | $28.30 | D | 0 | I | by GRAT |
| Common StockF6,F2 | Apr 5, 2017 | D | 27,935 | $28.30 | D | 0 | I | by GRAT |
| Common StockF7,F2 | Apr 5, 2017 | D | 28,856 | $28.30 | D | 0 | I | by GRAT P6 |
| Common StockF8,F2 | Apr 5, 2017 | D | 29,292 | $28.30 | D | 0 | I | by GRAT P8 |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Pursuant to the Agreement and Plan of Merger, dated as of July 21, 2016 (the "Merger Agreement"), by and among Joy Global, Inc. (the "Company"), Komatsu America Corp. ("KAC"), Pine Solutions, Inc., a wholly owned subsidiary of KAC ("Merger Sub") and, solely for the purposes specified therein, Komatsu Ltd., at the effective time of the transactions contemplated by the Merger Agreement, each of these shares of Company stock (including shares reported in Table I that were covered by outstanding equity awards) was converted into the right to receive a cash payment (without interest and subject to applicable withholding taxes) equal to the per share merger consideration of $28.30.
- F2Pursuant to the Merger Agreement, at the effective time of the Merger, each of these shares of Company stock (including shares reported in Table I that were covered by outstanding equity awards) was converted into the right to receive a cash payment (without interest and subject to applicable withholding taxes) equal to the per share merger consideration of $28.30.
- F3These shares were previously reported as directly beneficially owned but were contributed to Avon-10 2011 Trust, a grantor retained annuity trust, on September 28, 2011.
- F4These shares were previously reported as directly beneficially owned but were contributed to Avon-8 2012 Trust, a grantor retained annuity trust, on November 27, 2012.
- F5These shares were previously reported as directly beneficially owned but were contributed to Avon-10 2012 Trust, a grantor retained annuity trust, on November 27, 2012.
- F6These shares were previously reported as directly beneficially owned but were contributed to Pescadero-4 2015 Trust, a grantor retained annuity trust, on January 8, 2016.
- F7These shares were previously reported as directly beneficially owned but were contributed to Pescadero-6 2015 Trust, a grantor retained annuity trust, on January 8, 2016.
- F8These shares were previously reported as directly beneficially owned but were contributed to Pescadero-8 2015 Trust, a grantor retained annuity trust, on January 8, 2016.