4//SEC Filing
SINGER ROBERT C 4
Accession 0001104659-17-060684
CIK 0001617667other
Filed
Oct 2, 8:00 PM ET
Accepted
Oct 3, 6:45 PM ET
Size
17.8 KB
Accession
0001104659-17-060684
Insider Transaction Report
Form 4
Neff CorpNEFF
SINGER ROBERT C
Director
Transactions
- Exercise/Conversion
Class A Common Stock
2017-10-02+10,493→ 32,508 total - Tax Payment
Neff Holdings LLC Units
2017-10-02−3,810→ 10,493 total→ Class A Common Stock (3,810 underlying) - Exercise/Conversion
Neff Holdings LLC Units
2017-10-02+14,303→ 14,303 total→ Class A Common Stock (14,303 underlying) - Disposition to Issuer
Class A Common Stock
2017-10-02$25.00/sh−32,508$812,700→ 0 total - Exercise/Conversion
Neff Holdings LLC Unit Option (right to buy)
2017-10-02−14,303→ 0 totalExercise: $6.66Exp: 2020-11-11→ Units (14,303 underlying) - Exercise/Conversion
Neff Holdings LLC Units
2017-10-02−10,493→ 0 total→ Class A Common Stock (10,493 underlying)
Footnotes (4)
- [F1]On October 2, 2017, pursuant to an Exchange Agreement (the "Exchange Agreement") by and among Neff Corporation (the "Issuer"), Neff Holdings LLC ("Holdings"), the holders of options ("LLC Optionsholders") to purchase common units of Holdings ("Neff Holdings LLC Units"), and Mark Irion, in his capacity as management representative, immediately prior to the Effective Time (as defined in the URI Merger Agreement, as defined below), all Neff Holdings LLC Units owned by the LLC Optionsholders, after giving effect to the exercise of the options to purchase Neff Holdings LLC Units held by the LLC Optionsholders (the "LLC Options Exercises"), were redeemed for shares of the Issuer's Class A Common Stock.
- [F2]In addition, pursuant to the Exchange Agreement, the number of Neff Holdings LLC Units the LLC Optionsholders received in the LLC Options Exercises was reduced by the number of Neff Holdings LLC Units having a value (equal to the Merger Consideration, as defined in the URI Merger Agreement) equal to the sum of the aggregate exercise price of the options to purchase Neff Holdings LLC Units being exercised by such LLC Optionsholder plus the minimum tax withholding required in connection with the exercise of the options to purchase Neff Holdings LLC Units held by such LLC Optionsholder (with such Neff Holdings LLC Units so withheld to pay such exercise price and tax withholding to be treated as if they were provided to the applicable LLC Optionsholder).
- [F3]The options to purchase Neff Holdings LLC Units were currently exercisable.
- [F4]On October 2, 2017, pursuant to the Plan of Merger (the "URI Merger Agreement"), by and among the Issuer, United Rentals (North America), Inc. ("Parent"), and UR Merger Sub III Corporation ("Merger Sub"), Merger Sub was merged with and into the Issuer with the Issuer surviving as a wholly owned subsidiary of Parent, with each share of the Issuer's Class A Common Stock that was issued and outstanding prior to the Effective Time (as defined in the URI Merger Agreement) being cancelled and automatically converted into the right to receive $25.00 in cash, on the terms and subject to the conditions of the URI Merger Agreement.
Documents
Issuer
Neff Corp
CIK 0001617667
Entity typeother
Related Parties
1- filerCIK 0001229712
Filing Metadata
- Form type
- 4
- Filed
- Oct 2, 8:00 PM ET
- Accepted
- Oct 3, 6:45 PM ET
- Size
- 17.8 KB