SEC Form 4 · accession 0000899243-15-003545

QUALITY DISTRIBUTION INC · QLTY

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Melissa M Ernst

Officer — Sr. VP - HR and Driver Serv.

Period of report

Aug 18, 2015

Accepted (ET)

Aug 19, 2015 · 12:42 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000922863

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Aug 18, 2015	D	29,416	$16.00	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Non-Qualified Stock Option (Right to Buy)^F1,F4	$7.94	Aug 18, 2015	D	15,000	D	—	Jan 3, 2016	Common Stock	15,000	D
Non-Qualified Stock Option (Right to Buy)^F1,F3	$4.50	Aug 18, 2015	D	1,334	D	—	Jan 2, 2018	Common Stock	1,334	D
Non-Qualified Stock Option (Right to Buy)^F1,F4	$2.47	Aug 18, 2015	D	7,500	D	—	Jan 29, 2019	Common Stock	7,500	D
Non-Qualified Stock Option (Right to Buy)^F1,F4	$1.25	Aug 18, 2015	D	5,720	D	—	Mar 11, 2019	Common Stock	5,720	D
Non-Qualified Stock Option (Right to Buy)^F1,F4	$3.82	Aug 18, 2015	D	5,625	D	—	Nov 4, 2019	Common Stock	5,625	D
Non-Qualified Stock Option (Right to Buy)^F1,F4	$9.66	Aug 18, 2015	D	10,000	D	—	Jan 21, 2021	Common Stock	10,000	D
Non-Qualified Stock Option (Right to Buy)^F1,F4	$12.82	Aug 18, 2015	D	3,150	D	—	Feb 13, 2022	Common Stock	3,150	D
Non-Qualified Stock Option (Right to Buy)^F1,F4	$6.48	Aug 18, 2015	D	7,000	D	—	Jan 2, 2023	Common Stock	7,000	D
Performance Restricted Stock Units^F1,F5	$0.00	Aug 18, 2015	D	36,800	D	—	Dec 31, 2016	Common Stock	36,800	D
Performance Restricted Stock Units^F1,F6	$0.00	Aug 18, 2015	D	1,225	D	—	Dec 31, 2017	Common Stock	1,225	D

Explanation of responses

F1On August 18, 2015, Gruden Acquisition, Inc. ("Parent") acquired the issuer pursuant to the Agreement and Plan of Merger by and among issuer, Parent and Gruden Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), dated as of May 6, 2015 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the issuer (the "Merger"), with the issuer surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger, each outstanding share of the issuer's common stock (including the shares of common stock relating to previously unvested restricted stock and restricted stock unit awards) was cancelled and converted into the right to receive $16.00 in cash (the "per share merger consideration"). The Merger is more fully described in the issuer's Proxy Statement filed with the SEC on July 16, 2015.
F2This amount includes (i) 9,562 shares of common stock held directly by Ms. Ernst and (ii) 19,854 shares of common stock relating to unvested restricted stock and unvested restricted stock unit awards that vested automatically upon the Merger. 9,033 of the shares of common stock held directly by Ms. Ernst will be contributed in exchange for equity in the post-closing entity with the same value as if the shares of common stock had been cancelled and converted into the right to receive the per share merger consideration.
F3The stock options vest in three equal annual installments on each anniversary of the date of grant. The Merger Agreement provided that each outstanding stock option, whether vested or unvested, be cancelled at the effective time of the Merger in exchange for the right to receive a cash payment equal to the product of (i) the total number of shares of common stock subject to the stock option as of the effective time of the Merger and (ii) the amount by which the per share merger consideration exceeds the per share exercise price of the common stock underlying the stock option.
F4The stock options vest ratably over four years on each anniversary of the date of grant. The Merger Agreement provided that each outstanding stock option, whether vested or unvested, be cancelled at the effective time of the Merger in exchange for the right to receive a cash payment equal to the product of (i) the total number of shares of common stock subject to the stock option as of the effective time of the Merger and (ii) the amount by which the per share merger consideration exceeds the per share exercise price of the common stock underlying the stock option.
F5These performance-based restricted stock units were scheduled to vest on December 31, 2016, subject to continued service and the achievement of certain performance goals. In accordance with the terms of the Merger Agreement, the performance-based restricted stock units were cancelled at the effective time of the Merger in exchange for the right to receive a cash amount equal to the per share merger consideration multiplied by the total number of shares of common stock subject to such performance stock award assuming vesting at the maximum level.
F6These performance-based restricted stock units were scheduled to vest on December 31, 2017, subject to continued service and the achievement of certain performance goals. In accordance with the terms of the Merger Agreement, the performance-based restricted stock units were cancelled at the effective time of the Merger in exchange for the right to receive a cash amount equal to the per share merger consideration multiplied by 25% of the total number of shares of common stock subject to such performance stock award assuming vesting at the target level.