SEC Form 4 · accession 0001628280-18-010730
GLOBAL INDUSTRIAL Co · GIC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Eric Lerner
Officer — Senior VP & General Counsel
Period of report
Aug 3, 2018
Accepted (ET)
Aug 7, 2018 · 6:05 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000945114
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | Aug 3, 2018 | M | 18,750 | $10.62 | A | 18,561 | D | |
| Common StockF2 | Aug 3, 2018 | M | 12,500 | $8.31 | A | 18,561 | D | |
| Common StockF2 | Aug 3, 2018 | M | 25,000 | $16.61 | A | 18,561 | D | |
| Common StockF2 | Aug 3, 2018 | M | 25,000 | $14.55 | A | 18,561 | D | |
| Common StockF2 | Aug 3, 2018 | M | 25,000 | $9.53 | A | 18,561 | D | |
| Common StockF2 | Aug 3, 2018 | F | 72,400 | $9.53 | D | 18,561 | D | |
| Common StockF2 | Aug 3, 2018 | D | 33,850 | $9.53 | D | 18,561 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F3 | $10.62 | Aug 3, 2018 | M | 18,750 | D | — | May 2, 2025 | Common Stock | 18,750 | 6,250 | D |
| Employee Stock Option (right to buy)F4 | $8.31 | Aug 3, 2018 | M | 12,500 | D | — | Feb 1, 2026 | Common Stock | 12,500 | 12,500 | D |
| Employee Stock Option (right to buy)F5 | $16.61 | Aug 3, 2018 | M | 25,000 | D | — | May 2, 2024 | Common Stock | 25,000 | 0 | D |
| Common StockF6 | $14.55 | Aug 3, 2018 | M | 25,000 | D | — | May 3, 2022 | Common Stock | 25,000 | 0 | D |
| Common StockF7 | $9.53 | Aug 3, 2018 | M | 25,000 | D | — | May 3, 2023 | Common Stock | 25,000 | 0 | D |
Explanation of responses
- F1Pursuant to the previously disclosed share repurchase program, the Issuer has entered into, with the approval of the Board of Directors, a privately negotiated, arm's length agreement with the filing person to repurchase an aggregate of 106,250 shares (by means of a net cashless exercise of options and net of applicable taxes) at a price equal to $38.96 per share, reflecting a 4% discount to the closing price of the Issuer's common stock on August 2, 2018. 72,400 of such shares were surrendered to the Issuer to satisfy the exercise price of each of the stock options and to satisfy withholding tax obligations and 33,850 of such shares were purchased by the Issuer pursuant to Rule 16b-3(e).
- F2The amount of non-derivative securities beneficially owned following the transaction on Table I is 18,561, which includes 8,333 unvested Restricted Stock Units that were granted on February 1, 2016 and 10,228 shares of common stock.
- F3The options vest over a period of four years with 25% of the options vesting on the first, second, third and fourth anniversary dates of the grant date, which is May 2, 2015
- F4The options vest over a period of four years with 25% of the options vesting on the first, second, third and fourth anniversary dates of the grant date, which is February 1, 2016.
- F5The options vest over a period of four years with 25% of the options vesting on the first, second, third and fourth anniversary dates of the grant date, which is May 2, 2014.
- F6The options vest over a period of four years with 25% of the options vesting on the first, second, third and fourth anniversary dates of the grant date, which is May 3, 2012.
- F7The options vest over a period of four years with 25% of the options vesting on the first, second, third and fourth anniversary dates of the grant date, which is May 3, 2013.