SEC Form 4 · accession 0001689126-18-000003
GLOBAL INDUSTRIAL Co · GIC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas Eugene Clark
Officer — Vice President & CFO
Period of report
Aug 3, 2018
Accepted (ET)
Aug 7, 2018 · 5:43 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 | 5,000 | $16.63 | A | 18,534 | D | |
| Common StockF2 | Aug 3, 2018 | M | 5,000 | $18.73 | A | 18,534 | D | |
| Common StockF2 | Aug 3, 2018 | F | 7,214 | $38.96 | D | 18,534 | D | |
| Common StockF2 | Aug 3, 2018 | D | 2,786 | $38.96 | D | 18,534 | 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 | $16.63 | Aug 3, 2018 | M | 5,000 | D | — | Aug 9, 2020 | Common Stock | 5,000 | 0 | D |
| Employee Stock Option (right to buy)F4 | $18.73 | Aug 3, 2018 | M | 5,000 | D | — | Mar 1, 2022 | Common Stock | 5,000 | 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 10,000 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. 7,214 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 2,786 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 18,534, which includes 8,333 unvested Restricted Stock Units that were granted on February 1, 2016 and 10,201 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 August 9, 2010.
- 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 March 1, 2012.