SEC Form 4 · accession 0001209191-15-014438
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
Feb 12, 2015
Accepted (ET)
Feb 17, 2015 · 3:34 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 |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Feb 12, 2015 | M | 2,184 | $0.00 | A | 18,578 | D | |
| Common Stock | Feb 12, 2015 | F | 99 | $93.51 | D | 18,479 | D | |
| Common Stock | Feb 13, 2015 | M | 6,825 | $53.63 | A | 25,304 | D | |
| Common StockF2,F3 | Feb 13, 2015 | S | 6,825 | $93.5552 | D | 18,479 | D | |
| Common StockF3,F4 | Feb 13, 2015 | S | 2,000 | $93.6863 | D | 16,479 | D | |
| Common Stock | holding | — | — | — | 2,469 | I | By Ryder Employee Savings Plan | |
| Common Stock | holding | — | — | — | 502 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance-Based Restricted Stock RightsF5,F6 | $0.00 | Feb 12, 2015 | M | 4,175 | D | — | — | Common Stock | 0 | 0 | D |
| Stock Option (right to buy)F7 | $93.51 | Feb 12, 2015 | A | 19,500 | A | — | Feb 11, 2025 | Common Stock | 19,500 | 19,500 | D |
| Performance-Based Restricted Stock RightsF8,F9,F10 | $0.00 | Feb 12, 2015 | A | 3,850 | A | — | — | Common Stock | 3,850 | 3,850 | D |
| Stock Option (right to buy) | $53.63 | Feb 13, 2015 | M | 6,825 | D | Feb 11, 2014 | Feb 10, 2019 | Common Stock | 6,825 | 6,825 | D |
Explanation of responses
- F1Represents shares of common stock withheld by the Company for the payment of taxes due upon the vesting of PBRSRs on February 12, 2015.
- F10The performance cycle for one half of the performance-based restricted stock rights (PBRSRs) is segmented into three 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 performance cycle ends on December 31, 2017. PBRSRs that do not vest will be cancelled.
- F2This reflects the weighted average price at which the shares were sold. The sale prices ranged from $93.39 to $93.84.
- F3The Reporting Person will provide, upon request by the Commisssion staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
- F4This reflects the weighted average price at which the shares were sold. The sale prices ranged from $93.68 to $93.69.
- F5The PBRSRs for the first performance period (1,391) were not earned and were therefore cancelled. For the second and third performance periods, 655 shares and 1,529 shares were earned, respectively.
- F6The performance cycle for the performance-based restricted stock rights (PBRSRs) was segmented into three performance periods. The performance cycle ended on December 31, 2014. The PBRSRs earned for each performance period vested upon Board approval on February 12, 2015.
- F7The stock options vest in three equal installments on February 12, 2016, February 12, 2017 and February 12, 2018.
- F8The PBRSRs represent a contingent right to receive that number of shares of Ryder common stock equal to a maximum of 125% of the number of PBRSRs granted based on the Company achieving certain threshold, target or maximum performance goals.
- F9This amount represents the number of shares that will be earned assuming target performance levels.