SEC Form 4 · accession 0001209191-17-058082
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 24, 2017
Accepted (ET)
Oct 26, 2017 · 7:35 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 24, 2017 | M | 9,389 | $0.00 | A | 21,221 | D | |
| Common stock - GBXF2 | Oct 24, 2017 | F | 3,414 | $51.65 | D | 17,807 | 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 24, 2017 | M | 5,500 | D | — | — | Common Stock | 5,500 | 32,201 | D |
Explanation of responses
- F1On May 22, 2015, the Reporting Person was awarded 5,500 performance-based restricted stock units ("RSUs"), including 2,750 RSUs subject to vesting based on the Issuer's achievement of adjusted EBITDA performance objectives and 2,750 RSUs subject to vesting based on the issuer's achievement of ROE performance objectives. The issuer achieved performance at between target and stretch levels against the adjusted EBITDA performance objective and 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 168.4% and 173.0% of the adjusted EBITDA and ROE RSUs awarded to the Reporting Person, respectively. Accordingly, 9,389 shares of the Company's common stock were issued to the Reporting Person as of the determination date, October 24, 2017.
- F2Pursuant to the terms of the Restricted Stock Unit Award Agreement dated May 22, 2015, 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 22, 2015, 5,500 RSUs vested on October 24, 2017.