SEC Form 4 · accession 0001209191-15-077552
GREENBRIER COMPANIES INC · GBX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark J Rittenbaum
Officer — EVP & CFO
Period of report
Oct 29, 2015
Accepted (ET)
Oct 30, 2015 · 7:28 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 | Oct 29, 2015 | M | 19,880 | $0.00 | A | 120,071 | D | |
| Common stock - GBXF2 | Oct 29, 2015 | F | 7,226 | $35.79 | D | 112,845 | 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,F3 | — | Oct 29, 2015 | M | 10,063 | D | — | — | Common Stock | 10,063 | 32,654 | D |
Explanation of responses
- F1On May 28, 2013, the Reporting Person was awarded 10,063 performance-based restricted stock units ("RSUs"), including 5,032 RSUs subject to vesting based on the Issuer's achievement of adjusted EBITDA performance objectives and 5,031 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 19,880 performance-based RSUs vested as of the determination date, October 29, 2015, and 19,880 shares of the Company's common stock were issued to the Reporting Person.
- F2Pursuant 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.
- F3Each RSU represents a contingent right to receive one share of GBX common stock.
- F4Pursuant to the terms of the Restricted Stock Unit Award Agreement dated May 28, 2013, 10,063 RSUs vested on October 29, 2015.