SEC Form 4 · accession 0001209191-16-146571
GREENBRIER COMPANIES INC · GBX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Lorie Tekorius
Officer — SVP, CFO & Treasurer
Period of report
Oct 19, 2016
Accepted (ET)
Oct 21, 2016 · 2:57 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 19, 2016 | M | 4,792 | $0.00 | A | 25,181 | D | |
| Common stock - GBXF3 | Oct 19, 2016 | F | 1,740 | $35.55 | D | 23,441 | 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 19, 2016 | M | 2,396 | D | — | — | Common Stock | 2,396 | 31,882 | D |
Explanation of responses
- F1On May 5, 2014, the Reporting Person was awarded 2,396 performance-based restricted stock units ("RSUs"), including 1,198 RSUs subject to vesting based on the Issuer's achievement of adjusted EBITDA performance objectives and 1,198 RSUs subject to vesting based on the issuer's achievement of ROE performance objectives. The issuer achieved performance above the stretch level against the adjusted EBITDA performance objectives and achieved performance above the stretch level against the ROE performance objectives, resulting in the Reporting Person being entitled to receive the number of shares of the Company's common stock equal to 200% and 200% of the adjusted EBITDA and ROE RSUs awarded to the Reporting Person, respectively. Accordingly, 4,792 shares of the Company's common stock were issued to the Reporting Person as of the determination date, October 19, 2016.
- F2Amount of securities beneficially owned following reported transaction(s) includes 316.776 shares acquired through participation in the Greenbrier Companies Employee Stock Purchase Plan. These shares were acquired at various dates and reflect acquisitions through October 2016.
- F3Pursuant to the terms of the Restricted Stock Unit Award Agreement dated May 5, 2014, 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 5, 2014, 2,396 RSUs vested on October 19, 2016.