SEC Form 4 · accession 0001209191-18-033214
GREENBRIER COMPANIES INC · GBX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark J Rittenbaum
Officer — EVP, Commercial & Leasing
Period of report
May 22, 2018
Accepted (ET)
May 24, 2018 · 7:45 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 - GBX | May 22, 2018 | M | 3,166 | $0.00 | A | 71,892 | D | |
| Common stock - GBXF1 | May 22, 2018 | F | 1,056 | $52.20 | D | 70,836 | D | |
| Common stock - GBXF3 | May 24, 2018 | S | 2,100 | $49.5833 | D | 68,736 | 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 | — | May 22, 2018 | M | 3,166 | D | — | — | Common Stock | 3,166 | 55,349 | D |
Explanation of responses
- F1Pursuant 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.
- F2Sale of shares was executed pursuant to a sales plan adopted May 15, 2018 and intended to comply with the requirements of Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.15 to $49.85, inclusive. The Reporting Person undertakes to provide to The Greenbrier Companies, Inc., any security holder of The Greenbrier Companies, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
- F4Each restricted stock unit 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 22, 2015, 3,166 restricted stock units vested on May 22, 2018.