4//SEC Filing
QUALITY DISTRIBUTION INC 4
Accession 0000899243-15-003548
CIK 0000922863operating
Filed
Aug 18, 8:00 PM ET
Accepted
Aug 19, 12:47 PM ET
Size
10.4 KB
Accession
0000899243-15-003548
Insider Transaction Report
Form 4
SCHUMACHER ALAN H
Director
Transactions
- Disposition to Issuer
Common Stock
2015-08-18$16.00/sh−7,383$118,128→ 0 total - Disposition to Issuer
Common Stock
2015-08-18$16.00/sh−78,062$1,248,992→ 0 total(indirect: By Trust) - Disposition to Issuer
Non-Qualified Stock Option (Right to Buy)
2015-08-18$3.82/sh−25,000$95,500→ 0 totalExercise: $3.82Exp: 2019-11-04→ Common Stock (25,000 underlying)
Footnotes (3)
- [F1]On August 18, 2015, Gruden Acquisition, Inc. ("Parent") acquired the issuer pursuant to the Agreement and Plan of Merger by and among issuer, Parent and Gruden Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), dated as of May 6, 2015 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the issuer (the "Merger"), with the issuer surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger, each outstanding share of the issuer's common stock (including the shares of common stock relating to previously unvested restricted stock awards) was cancelled and converted into the right to receive $16.00 in cash (the "per share merger consideration"). The Merger is more fully described in the issuer's Proxy Statement filed with the SEC on July 16, 2015.
- [F2]This amount includes (i) 78,062 shares of common stock held by the Alan H. Schumacher Trust and (ii) 7,383 shares of common stock relating to unvested restricted stock that vested automatically upon the Merger.
- [F3]The stock options vest ratably over two years on each anniversary of the date of grant. The Merger Agreement provided that each outstanding stock option, whether vested or unvested, be cancelled at the effective time of the Merger in exchange for the right to receive a cash payment equal to the product of (i) the total number of shares of common stock subject to the stock option as of the effective time of the Merger and (ii) the amount by which the per share merger consideration exceeds the per share exercise price of the common stock underlying the stock option.
Documents
Issuer
QUALITY DISTRIBUTION INC
CIK 0000922863
Entity typeoperating
IncorporatedFL
Related Parties
1- filerCIK 0000922863
Filing Metadata
- Form type
- 4
- Filed
- Aug 18, 8:00 PM ET
- Accepted
- Aug 19, 12:47 PM ET
- Size
- 10.4 KB