QUALITY DISTRIBUTION INC 4
4 · QUALITY DISTRIBUTION INC · Filed Aug 19, 2015
Insider Transaction Report
Form 4
MARCHESE RICHARD B
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−65,554$1,048,864→ 0 total(indirect: By Trust)
Footnotes (2)
- [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) 65,554 shares of common stock held by the Richard B. Marchese Revocable Trust dated June 15, 2006 and (ii) 7,383 shares of common stock relating to unvested restricted stock that vested automatically upon the Merger.