SEC Form 4 · accession 0001209191-17-000056
GREENBRIER COMPANIES INC · GBX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James T Sharp
Officer — EVP and President, GLC
Period of report
Dec 31, 2016
Accepted (ET)
Jan 3, 2017 · 1:15 pm EST
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 | Dec 31, 2016 | M | 6,894 | $0.00 | A | 6,894 | D | |
| Common stock - GBXF2 | Dec 31, 2016 | F | 2,752 | $41.55 | D | 4,142 | D | |
| Common stock - GBXF1 | Dec 31, 2016 | M | 3,775 | $0.00 | A | 10,592 | 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 UnitsF3,F4 | — | Dec 31, 2016 | M | 10,669 | D | — | — | Common Stock | 10,669 | 0 | D |
Explanation of responses
- F1Pursuant to the terms of the Restricted Stock Unit Award Agreements dated May 5, 2014, May 22, 2015 and the terms of the Separation and Consulting Agreement dated May 10, 2016 (the "Separation Agreement"), 1,568 and 4,333 time-based vesting restricted stock units, respectively, vested upon retirement of the Reporting Person on December 31, 2016. Pursuant to the terms of the Separation Agreement, 4,768 performance-based restricted stock units granted on May 22, 2015 vested at target levels with a pro-rata number of shares issued to the Reporting Person based on the 22-month period of the performance period during which the Reporting Person remained employed. Receipt of 3,775 of these common shares were deferred by the Reporting Person pursuant to the Issuer's Nonqualified Deferred Compensation Plan. Receipt of 3,775 of these common shares were deferred by the Reporting Person pursuant to the Issuer's Nonqualified Deferred Compensation Plan.
- F2Pursuant to the terms of the Restricted Stock Unit Award Agreements dated May 5, 2014, May 22, 2015 and the terms of the Separation and Consulting Agreement dated May 10, 2016, 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 Agreements dated May 5, 2014, May 22, 2015 and the terms of the Separation and Consulting Agreement dated May 10, 2016 (the "Separation Agreement"), 1,568 and 4,333 time-based vesting restricted stock units, respectively, vested upon retirement of the Reporting Person on December 31, 2016. Pursuant to the terms of the Separation Agreement, 4,768 performance-based restricted stock units granted on May 22, 2015 vested at target levels with a pro-rata number of shares issued to the Reporting Person based on the 22-month period of the performance period during which the Reporting Person remained employed. Receipt of 3,775 of these common shares were deferred by the Reporting Person pursuant to the Issuer's Nonqualified Deferred Compensation Plan.