Tompsett Stephan E 4
4 · ANDEAVOR · Filed Oct 3, 2018
Insider Transaction Report
Form 4
ANDEAVORANDV
Tompsett Stephan E
Vice President and Treasurer
Transactions
- Award
Common Stock
2018-10-01+3,404→ 3,404 total - Disposition to Issuer
Market Stock Units
2018-10-01−3,557→ 0 total→ Common Stock (3,557 underlying) - Disposition to Issuer
Common Stock
2018-10-01−3,404→ 0 total
Footnotes (3)
- [F1]Vesting of Total Shareholder Return ("TSR")-based performance share award previously granted under the Issuer's Amended and Restated 2011 Long-Term Incentive Plan. The performance share award was accelerated upon the change of control of the Issuer 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"), and performance was certified by the Compensation Committee.
- [F2]Pursuant to 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. The TSR-based performance share award referenced above was assumed by MPC and converted into a time-based restricted stock unit award denominated in a number of MPC shares equal to the number of shares certified by the Compensation Committee as to performance for such award multiplied by 1.87.
- [F3]Pursuant to the Merger Agreement, at the effective time, each outstanding market stock unit award was assumed by MPC and converted into a time-based restricted stock unit award denominated in a number of MPC shares equal to the number of shares certified by the Compensation Committee as to performance for such award multiplied by 1.87.