LILLEY DAVID 4
4 · ANDEAVOR · Filed Oct 2, 2018
Insider Transaction Report
Form 4
ANDEAVORANDV
LILLEY DAVID
Director
Transactions
- Disposition to Issuer
Common Stock
2018-10-01−16,279→ 0 total - Disposition to Issuer
Restricted Stock Units
2018-10-01−1,689→ 0 total→ Common Stock (1,689 underlying) - Award
Phantom Stock
2018-09-28+15.149→ 4,022.901 total→ Common Stock (15.149 underlying) - Disposition to Issuer
Phantom Stock
2018-10-01−4,022.901→ 0 total→ Common Stock (4,022.901 underlying)
Footnotes (5)
- [F1]Includes 1,145 restricted stock units.
- [F2]Pursuant to the Agreement and Plan of Merger, dated as of April 29, 2018, by and among the Issuer, Marathon Petroleum Corporation ("MPC"), Mahi Inc. and Mahi LLC (as amended, the "Merger Agreement"), at the effective time, each outstanding share of the Issuer's common stock was cancelled and became exchangeable for, at the holder's election, either $152.27 in cash or 1.87 shares of MPC common stock, subject to an allocation and proration whereby the outstanding shares of Issuer's common stock would be exchanged for approximately $3.5 billion in cash with the balance of shares exchanged for MPC shares, and each restricted stock unit was accelerated and cancelled in exchange for $152.27 in cash.
- [F3]Represents dividend equivalent rights accrued to previously granted phantom stock awards, which were awarded under the director's deferred compensation plan.
- [F4]Pursuant to the Merger Agreement, at the effective time, each phantom stock unit was cancelled in exchange for $152.27 in cash.
- [F5]Pursuant to the Merger Agreement, at the effective time, each restricted stock unit for which the reporting person had previously elected to defer distribution was accelerated and cancelled in exchange for $152.27 in cash.