4//SEC Filing
QUALITY DISTRIBUTION INC 4
Accession 0000899243-15-003552
CIK 0000922863operating
Filed
Aug 18, 8:00 PM ET
Accepted
Aug 19, 12:52 PM ET
Size
17.1 KB
Accession
0000899243-15-003552
Insider Transaction Report
Form 4
Wilson John T.
Sr.V.P., General Counsel & Sec
Transactions
- Disposition to Issuer
Non-Qualified Stock Option (Right to Buy)
2015-08-18$6.48/sh−15,500$100,440→ 0 totalExercise: $6.48Exp: 2023-01-02→ Common Stock (15,500 underlying) - Disposition to Issuer
Performance Restricted Stock Units
2015-08-18−2,775→ 0 totalExercise: $0.00Exp: 2017-12-31→ Common Stock (2,775 underlying) - Disposition to Issuer
Non-Qualified Stock Option (Right to Buy)
2015-08-18$10.65/sh−27,500$292,875→ 0 totalExercise: $10.65Exp: 2022-07-09→ Common Stock (27,500 underlying) - Disposition to Issuer
Performance Restricted Stock Units
2015-08-18−40,400→ 0 totalExercise: $0.00Exp: 2016-12-31→ Common Stock (40,400 underlying) - Disposition to Issuer
Common Stock
2015-08-18$16.00/sh−45,558$728,928→ 0 total
Footnotes (5)
- [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 and restricted stock unit 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) 13,641 shares of common stock held directly by Mr. Wilson and (ii) 31,917 shares of common stock relating to unvested restricted stock and unvested restricted stock unit awards that vested automatically upon the Merger. 12,500 of the shares of common stock held directly by Mr. Wilson will be contributed in exchange for equity in the post-closing entity with the same value as if the shares of common stock had been cancelled and converted into the right to receive the per share merger consideration.
- [F3]The stock options vest ratably over four 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.
- [F4]These performance-based restricted stock units were scheduled to vest on December 31, 2016, subject to continued service and the achievement of certain performance goals. In accordance with the terms of the Merger Agreement, the performance-based restricted stock units were cancelled at the effective time of the Merger in exchange for the right to receive a cash amount equal to the per share merger consideration multiplied by the total number of shares of common stock subject to such performance stock award assuming vesting at the maximum level.
- [F5]These performance-based restricted stock units were scheduled to vest on December 31, 2017, subject to continued service and the achievement of certain performance goals. In accordance with the terms of the Merger Agreement, the performance-based restricted stock units were cancelled at the effective time of the Merger in exchange for the right to receive a cash amount equal to the per share merger consideration multiplied by 25% of the total number of shares of common stock subject to such performance stock award assuming vesting at the target level.
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, 12:52 PM ET
- Size
- 17.1 KB