SEC Form 4 · accession 0001209191-16-147844
PROVIDENCE & WORCESTER RAILROAD CO/RI/ · PWX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Daniel T Noreck
Officer — Treasurer and CFO
Period of report
Nov 1, 2016
Accepted (ET)
Nov 2, 2016 · 3:04 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 | Nov 1, 2016 | M | 10,500 | — | A | 10,725 | D | |
| Common StockF2 | Nov 1, 2016 | D | 10,500 | $25.00 | D | 225 | D | |
| Common StockF2 | Nov 1, 2016 | D | 225 | $25.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F4,F5,F3 | $13.70 | Nov 1, 2016 | D | 7,000 | D | Jan 18, 2017 | Jan 18, 2026 | Common Stock | 7,000 | 0 | D |
| Stock Option (right to buy)F4,F6 | $18.09 | Nov 1, 2016 | D | 167 | D | Jul 2, 2015 | Jan 2, 2025 | Common Stock | 167 | 0 | D |
| Stock Option (right to buy)F4,F7 | $19.55 | Nov 1, 2016 | D | 159 | D | Jul 2, 2014 | Jan 2, 2024 | Common Stock | 159 | 0 | D |
| Stock Option (right to buy)F4,F8 | $13.96 | Nov 1, 2016 | D | 144 | D | Jul 2, 2013 | Jan 2, 2023 | Common Stock | 144 | 0 | D |
| Stock Option (right to buy)F4,F9 | $11.40 | Nov 1, 2016 | D | 138 | D | Jul 3, 2012 | Jan 3, 2022 | Common Stock | 138 | 0 | D |
Explanation of responses
- F1Each Restricted Stock Unit represented the contingent right to receive one share of the Company's stock upon achieving certain performance goals. In connection with the merger, each Restricted Stock Unit was cancelled for cash in the amount of $25.00 per share, for total consideration of $262,500.00.
- F2Disposed of for $25.00 per share in cash pursuant 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.
- F3This non-qualified stock option grant, which provided for vesting in annual installments of 10% on January 18, 2017, 10% on January 18, 2018, 20% on January 18, 2019, 30% on January 18, 2020 and 30% on January 18, 2021, was cancelled in accordance with the merger of Pullman with and into the Company pursuant to the terms of the Merger Agreement.
- F4This option was cancelled pursuant to the terms of the Merger Agreement.
- F5The reporting person received $79,100.00 as consideration for the cancellation.
- F6The reporting person received $1,153.97 as consideration for the cancellation.
- F7The reporting person received $866.55 as consideration for the cancellation.
- F8The reporting person received $1,589.76 as consideration for the cancellation.
- F9The reporting person received $1,876.80 as consideration for the cancellation.