SEC Form 4 · accession 0001209191-17-031727
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORP · WAB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock - DirectF1,F2 | May 10, 2017 | A | 1,835 | $0.00 | A | 3,034 | D | |
| Common StockF3 | holding | — | — | — | 6,306,781 | I | Please see footnote 3 |
Table II — derivative securities
Explanation of responses
- F1Fair Market Value of Stock on May 10, 2017 was $81.755 per share.
- F2Shares vest first anniversary of grant date.
- F3Please see Footnote 3 in "remarks".
Remarks
(3) In connection with the consummation of certain transactions contemplated by that certain Share Purchase Agreement, dated as of October 6, 2015 (as amended, the "Purchase Agreement"), relating to Faiveley Transport, S.A. ("Faiveley") among Financiere Faiveley S.A., a French societe anonyme ("FinF"), Famille Faiveley Participations S.A.S., a French societe par actions simplifee ("FFP"), Mr. Francois Faiveley and Mr. Erwan Faiveley (collectively, the "Sellers"), Wabtec Corporation ("Wabtec") and FW Acquisition, LLC ("FW"), pursuant to the Purchase Agreement, on November 30, 2016 the Sellers received in the aggregate 6,307,489 shares of common stock of Wabtec in exchange for 5,473,325 ordinary shares of Faiveley acquired by FW. Mr. Erwan Faiveley received directly 518 shares of common stock of Wabtec. FFP is the controlling shareholder of FinF, and FAIVInvest, S.C.A., a Luxembourg societe commandite par actions, ("FAI") is the controlling shareholder of FFP. Mr. Erwan Faiveley is the President of FinF and FFP and a manager (gerant) of FAI, and a direct and/or indirect minority shareholder in each of FinF, FFP and FAI. All shares of common stock of Wabtec held by FinF and FFP are indicated as owned by Mr. Erwan Faiveley in this report because of his affiliation with FinF, FFP and FAI, and Mr. Erwan Faiveley disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. Except as expressly indicated herein, Mr. Erwan Faiveley disclaims beneficial ownership of all the shares held by FinF, FFP and FAI and this report shall not be deemed an admission that, for purposes of Section 16 of the Exchange Act or otherwise, that Mr. Erwan Faiveley or any of FinF, FFP and FAI is the beneficial owner of shares of common stock of Wabtec.