SEC Form 4 · accession 0001209191-18-007157
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
Jan 31, 2018
Accepted (ET)
Feb 2, 2018 · 6:32 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,F2 | Jan 31, 2018 | M | 6,652 | $0.00 | A | 8,892 | D | |
| Common stock - GBXF3 | Jan 31, 2018 | F | 2,214 | $50.45 | D | 6,678 | D | |
| Common stock - GBXF1 | Jan 31, 2018 | M | 2,459 | $0.00 | A | 7,913 | 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 UnitsF5,F4 | — | Jan 31, 2018 | M | 9,111 | D | — | — | Common Stock | 9,111 | 9,628 | D |
Explanation of responses
- F1Pursuant to the terms of the Restricted Stock Unit Award Agreements dated May 22, 2015, March 30, 2016, March 27, 2017 and the terms of the Retirement Agreement dated January 31, 2018 (the "Retirement Agreement"), 1,483, 4,000 and 3,628 time-based vesting restricted stock units, respectively, vested upon retirement of the Reporting Person on January 31, 2018.
- F2Amount of securities beneficially owned following reported transaction(s) includes 10.2631 shares acquired through participation in the Greenbrier Companies Employee Stock Purchase Plan. These shares were acquired on various dates and reflect acquisitions through January 2018.
- F3Pursuant to the terms of the Restricted Stock Unit Award Agreement dated May 22, 2015, March 30, 2016 and March 27, 2017 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 Agreements dated May 22, 2015, March 30, 2016, March 27, 2017 and the terms of the Retirement Agreement dated January 31, 2018 (the "Retirement Agreement"), 1,483, 4,000 and 3,628 time-based vesting restricted stock units, respectively, vested upon retirement of the Reporting Person on January 31, 2018.