SEC Form 4 · accession 0000899243-15-003552
QUALITY DISTRIBUTION INC · QLTY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John T. Wilson
Officer — Sr. VP, General Counsel & Sec.
Period of report
Aug 18, 2015
Accepted (ET)
Aug 19, 2015 · 12:52 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 StockF1,F2 | Aug 18, 2015 | D | 45,558 | $16.00 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Option (Right to Buy)F1,F3 | $10.65 | Aug 18, 2015 | D | 27,500 | D | — | Jul 9, 2022 | Common Stock | 27,500 | 0 | D |
| Non-Qualified Stock Option (Right to Buy)F1,F3 | $6.48 | Aug 18, 2015 | D | 15,500 | D | — | Jan 2, 2023 | Common Stock | 15,500 | 0 | D |
| Performance Restricted Stock UnitsF1,F4 | $0.00 | Aug 18, 2015 | D | 40,400 | D | — | Dec 31, 2016 | Common Stock | 40,400 | 0 | D |
| Performance Restricted Stock UnitsF1,F5 | $0.00 | Aug 18, 2015 | D | 2,775 | D | — | Dec 31, 2017 | Common Stock | 2,775 | 0 | 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) 13,641 shares of common stock held directly by Mr. Wilson and (ii) 31,917 shares of common stock relating to unvested restricted stock and unvested restricted stock unit awards that vested automatically upon the Merger. 12,500 of the shares of common stock held directly by Mr. Wilson 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 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.
- F4These 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.
- F5These 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.