SEC Form 4 · accession 0001209191-18-056246
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
Oct 23, 2018
Accepted (ET)
Oct 25, 2018 · 8:26 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 23, 2018 | M | 17,303 | $0.00 | A | 81,140 | D | |
| Common stock - GBXF2 | Oct 23, 2018 | F | 7,349 | $58.31 | D | 73,791 | 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 23, 2018 | M | 15,000 | D | — | — | Common Stock | 15,000 | 40,349 | D |
| Restricted Stock UnitsF3,F5 | — | Oct 23, 2018 | A | 16,000 | A | — | — | Common Stock | 16,000 | 56,349 | D |
Explanation of responses
- F1On March 30, 2016, the Reporting Person was awarded 15,000 performance-based restricted stock units ("RSUs"), including 7,500 RSUs subject to vesting based on the Issuer's achievement of adjusted EBITDA performance objectives and 7,500 RSUs subject to vesting based on the Issuer's achievement of ROE performance objectives. The Issuer achieved performance between target(goal) and stretch levels against the adjusted EBITDA performance objective and between threshold and target(goal) levels against the ROE performance objective, resulting in the Reporting Person being entitled to receive the number of shares of the Company's common stock equal to 163.1% and 67.6% of the adjusted EBITDA and ROE RSUs awarded to the Reporting Person, respectively. Accordingly, 17,303 shares of the Company's common stock were issued to the Reporting Person as of the determination date, October 23, 2018.
- F2Pursuant to the terms of the Restricted Stock Unit Award Agreement dated March 30, 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 Agreement dated March 30, 2016, 15,000 RSUs vested on October 23, 2018.
- F5One-half of the RSUs vest in three equal annual installments beginning on October 23, 2019 and the remaining one-half vest based upon achievement of performance criteria. Vested shares will be delivered to the Reporting Person on the anniversary dates of the grant or upon a determination that the performance criteria have been met.