SEC Form 4 · accession 0001209191-15-077541
GREENBRIER COMPANIES INC · GBX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Walter T. Hannan
Officer — SVP & CHRO
Period of report
Oct 29, 2015
Accepted (ET)
Oct 30, 2015 · 7:04 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 | 6,927 | $0.00 | A | 15,253 | D | |
| Common stock - GBXF3 | Oct 29, 2015 | F | 2,517 | $35.79 | D | 12,736 | D | |
| Common stock - GBXF1 | Oct 29, 2015 | M | 2,310 | $0.00 | A | 2,310 | I | By Reliance Trust Company as Trustee for Nonqualified Deferred Compensation Plan for Employees |
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 | 4,675 | D | — | — | Common Stock | 4,675 | 15,054 | D |
Explanation of responses
- F1On May 28, 2013, the Reporting Person was awarded 4,675 performance-based restricted stock units ("RSUs"), including 2,338 RSUs subject to vesting based on the Issuer's achievement of adjusted EBITDA performance objectives and 2,337 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 9,237 performance-based RSUs vested as of the determination date, October 29, 2015, and 9,237 shares of the Company's common stock were issued to the Reporting Person.
- F2Amount of securities beneficially owned following reported transaction(s) includes 183.857276 shares acquired through participation in the Greenbrier Companies Employee Stock Purchase Plan. These shares were acquired at various dates and reflect acquisitions through the period starting June 2015 and ending October 2015.
- 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, 4,675 RSUs vested on October 29, 2015.