SEC Form 4 · accession 0001209191-15-077530
GREENBRIER COMPANIES INC · GBX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Martin Raymond Baker
Officer — SVP, GC, & Compliance Officer
Period of report
Oct 29, 2015
Accepted (ET)
Oct 30, 2015 · 6:24 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000923120
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common stock - GBXF1,F2 | Oct 29, 2015 | M | 12,085 | $0.00 | A | 20,960 | D | |
| Common stock - GBXF3 | Oct 29, 2015 | F | 4,392 | $35.79 | D | 16,568 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF4,F5 | — | Oct 29, 2015 | M | 6,117 | D | — | — | Common Stock | 6,117 | 19,241 | D |
Explanation of responses
- F1On May 28, 2013, the Reporting Person was awarded 6,117 performance-based restricted stock units ("RSUs"), including 3,059 RSUs subject to vesting based on the Issuer's achievement of adjusted EBITDA performance objectives and 3,058 RSUs subject to vesting based on the issuer's achievement of ROIC performance objectives. The issuer achieved performance at stretch levels against the adjusted EBITDA performance objective and achieved performance between target and stretch levels against the ROIC performance objectives, resulting in vesting of 200% and 195.1% of the adjusted EBITDA and ROIC RSUs, respectively. Accordingly, a total of 12,085 performance-based RSUs vested as of the determination date, October 29, 2015, and 12,085 shares of the Company's common stock were issued to the Reporting Person.
- F2Since the date of the Reporting Person's last ownership report, the Reporting Person transferred 207 shares of the Company's common stock to the Reporting Person's former spouse pursuant to a domestic relations order. The Reporting Person no longer reports as beneficially owned any securities owned by his former spouse.
- F3Pursuant to the terms of the Restricted Stock Unit Award Agreement dated May 28, 2013, common shares otherwise issuable to the Reporting Person upon vesting of the award were surrendered to the Company to settle the statutory withholding tax obligation incurred upon vesting of the award.
- F4Each RSU represents a contingent right to receive one share of GBX common stock.
- F5Pursuant to the terms of the Restricted Stock Unit Award Agreement dated May 28, 2013, 6,117 RSUs vested on October 29, 2015.