4//SEC Filing
KHOURY AMIN J 4
Accession 0001104659-18-061541
CIK 0001617898other
Filed
Oct 10, 8:00 PM ET
Accepted
Oct 11, 11:21 AM ET
Size
7.9 KB
Accession
0001104659-18-061541
Insider Transaction Report
Form 4
KLX Inc.KLXI
KHOURY AMIN J
DirectorChairman & Chief Exec. Officer
Transactions
- Disposition to Issuer
Common Stock
2018-10-09−19,819→ 481,116 total - Disposition to Issuer
Common Stock
2018-10-09$63.00/sh−481,116$30,310,308→ 0 total
Footnotes (3)
- [F1]Reflects the forfeiture of 2/3 of the grant of restricted stock made on August 24, 2018 for no consideration in connection with the consummation of the merger (the "Merger") involving KLX Inc. ("KLX") and The Boeing Company ("Boeing") pursuant to the Agreement and Plan of Merger, dated as of April 30, 2018, as amended (the "Merger Agreement"), by and among KLX, Boeing and Kelly Merger Sub, Inc., a wholly owned subsidiary of Boeing ("Merger Sub"). On October 9, 2018, Merger Sub merged with and into KLX with KLX continuing as the surviving corporation and wholly owned subsidiary of Boeing.
- [F2]Pursuant to the anti-dilution provisions of the KLX Inc. Long-Term Incentive Plan, the amount of securities beneficially owned by the reporting person has been adjusted in connection with the spin-off by KLX of all of the common stock of its wholly owned subsidiary, KLX Energy Services Holdings, Inc., which was completed on September 14, 2018. As a result of the adjustment, the reporting person received 17,123 additional shares of restricted stock.
- [F3]Reflects the disposition in connection with the consummation of the transactions contemplated by the Merger Agreement. At the effective time of the Merger (the "Effective Time"), each share of KLX common stock that was issued and outstanding immediately prior to the Effective Time was converted into the right to receive $63 per share in cash, without interest. In addition, pursuant to the Merger Agreement, each unvested restricted stock award outstanding immediately prior to the Effective Time became fully vested and was then immediately cancelled in exchange for the right to receive a lump sum cash payment equal to $63 multiplied by the number of shares of KLX common stock subject to each such restricted stock award less any applicable withholding or other taxes.
Documents
Issuer
KLX Inc.
CIK 0001617898
Entity typeother
Related Parties
1- filerCIK 0000902607
Filing Metadata
- Form type
- 4
- Filed
- Oct 10, 8:00 PM ET
- Accepted
- Oct 11, 11:21 AM ET
- Size
- 7.9 KB