SEC Form 4 · accession 0000899243-15-003553
QUALITY DISTRIBUTION INC · QLTY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas R Miklich
Director
Period of report
Aug 18, 2015
Accepted (ET)
Aug 19, 2015 · 12:54 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 | 42,506 | $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 | $1.25 | Aug 18, 2015 | D | 10,000 | D | — | Mar 11, 2019 | Common Stock | 10,000 | 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 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) 35,123 shares of common stock held directly by Mr. Miklich and (ii) 7,383 shares of common stock relating to unvested restricted stock that vested automatically upon the Merger.
- 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.