SEC Form 4 · accession 0000085961-16-000169
RYDER SYSTEM INC · R
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Art A Garcia
Officer — EVP & Chief Financial Officer
Period of report
Nov 14, 2016
Accepted (ET)
Nov 16, 2016 · 8:06 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000085961
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Commom Stock | Nov 14, 2016 | J | 8,964 | $0.00 | D | 9,990 | D | |
| Commom Stock | holding | — | — | — | 2,570 | I | By Ryder Employee Savings Plan | |
| Commom Stock | holding | — | — | — | 5,430 | I | By Ryder Deferred Compensation Plan |
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)F3 | $53.63 | Nov 14, 2016 | J | 3,413 | D | — | Feb 10, 2019 | common stock | 3,413 | 3,412 | D |
| Stock Option (right to buy)F4 | $58.21 | Nov 14, 2016 | J | 9,290 | D | — | Feb 7, 2023 | common stock | 9,290 | 9,290 | D |
| Stock Option (right to buy)F5 | $71.43 | Nov 14, 2016 | J | 9,788 | D | — | Feb 6, 2024 | common stock | 9,788 | 12,232 | D |
| Stock Option (right to buy)F6 | $93.51 | Nov 14, 2016 | J | 5,891 | D | — | Feb 11, 2025 | common stock | 5,891 | 13,609 | D |
| Performance-Based Restricted Stock RightsF8,F9 | $0.00 | Nov 14, 2016 | J | 1,449 | D | — | — | common stock | 1,449 | 2,891 | D |
| Performance-Based Restricted Stock RightsF10,F9 | $0.00 | Nov 14, 2016 | J | 612 | D | — | — | common stock | 612 | 2,908 | D |
Explanation of responses
- F1The reporting person transferred these shares to his former spouse pursuant to a property settlement agreement.
- F10The performance cycle for one half of the PBRSRs is segmented into three equal performance periods of one, two and three years. The performance period for the other half is segmented into three equal one-year performance periods. The PBRSRs earned for each performance period will vest at the end of the three-year cycle ending on December 31, 2017. PBRSRs that do not vest will be cancelled.
- F2The reporting person transferred the economic interest in these stock options to his former spouse, pursuant to a property settlement agreement, whom has sole discretion with respect to the exercise of the options and sale of the underlying common stock. Accordingly, the reporting person will no longer report beneficial ownership or dispositions of these securities (including acquisitions or dispositions of the underlying common stock).
- F3The stock options vested in three equal installments on February 10, 2013, February 10, 2014 and February 10, 2015.
- F4The stock options vested in three equal installments on February 8, 2014, February 8, 2015 and February 8, 2016.
- F5The stock options vest in three equal installments on February 7, 2015, February 7, 2016 and February 7, 2017.
- F6The stock options vest in three equal installments on February 12, 2016, February 12, 2017 and February 12, 2018.
- F7The reporting person transferred the economic interest in these performance-based restricted stock rights (PBRSRs) to his former spouse, pursuant to a property settlement agreement, whom will receive the common stock resulting from settlement of any such PBRSRs that are earned. Accordingly, the reporting person will no longer report beneficial ownership or dispositions of these securities (including acquisitions or dispositions of the common stock covered by these PBRSRs).
- F8The performance cycle for one half of the PBRSRs is segmented into three equal performance periods of one, two and three years. The performance period for the other half is segmented into three equal one-year performance periods. The PBRSRs earned for each performance period will vest at the end of the three-year cycle ending on December 31, 2016. PBRSRs that do not vest will be cancelled.
- F9The PBRSRs represent a contingent right to receive that number of shares of Ryder common stock equal to 25% to 125% of the number of PBRSRs based on the Company achieving certain threshold, target or maximum performance goals.