SEC Form 4 · accession 0001140361-16-084518
PROVIDENCE & WORCESTER RAILROAD CO/RI/ · PWX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Robert H Eder
Officer — Chief Executive Officer · Director · 10% Owner
Linda Eder
10% Owner
Period of report
Nov 1, 2016
Accepted (ET)
Nov 2, 2016 · 2:20 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000831968
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4 | Nov 1, 2016 | C | 50,000 | — | A | 892,742 | I | By Self as Co-Trustee of the Robert H. Eder Trust |
| Common StockF5 | Nov 1, 2016 | D | 892,742 | $25.00 | D | 0 | I | By Self as Co-Trustee of each of the Robert H. Eder Trust and the Linda Eder Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Preferred StockF2,F3,F7,F6 | — | Nov 1, 2016 | C | 500 | D | — | — | Common Stock | 50,000 | 0 | I |
Explanation of responses
- F1These securities are owned by the Robert H. Eder Trust, of which Robert H. Eder and Linda Eder are each co-trustees. Each of Robert H. Eder and Linda Eder has a beneficial interest in such shares and for purposes of Section 13(d) of the Exchange Act, Robert H. Eder is a member of a "group" with Linda Eder.
- F2The preferred stock was convertible into common stock on a 100-for-1 basis and had no expiration date.
- F3Pursuant to the terms of the Merger Agreement, dated August 12, 2016 (the "Merger Agreement"), among Providence and Worcester Railroad Company (the "Company"), Genesee & Wyoming Inc. ("G&W"), and Pullman Acquisition Sub Inc. ("Pullman"), whereby Pullman merged with and into the Company, whereupon the separate corporate existence of Pullman ceased and the Company became a wholly-owned subsidiary of G&W (the "Merger"), each outstanding share of preferred stock of the Company, par value $50 per share, was deemed to be automatically converted, along with the aggregate accrued or accumulated and unpaid dividends thereon, into 100 shares of the common stock of the Company, par value $0.50 per share, and each share of common stock of the Company issued and outstanding at the effective time of the Merger (including common stock into which the preferred stock has been deemed converted) shall be converted into and exchanged for the right to receive cash in the amount of $25.
- F4Includes 74,580 shares of common stock held by the Linda Eder Trust, of which Robert H. Eder and Linda Eder are each co-trustees, and 818,162 shares of common stock held by the Robert H. Eder Trust (which includes 50,000 shares of common stock deemed to have been converted from 500 shares of preferred stock held by the Robert H. Eder Trust). Each of Robert H. Eder and Linda Eder has a beneficial interest in shares held by the Linda Eder Trust.
- F5Disposed of pursuant to the Merger Agreement in exchange for $25.00 per share in cash.
- F6Immediately.
- F7100-1
Remarks
See attachment for additional joint filer information.