4//SEC Filing
Del Presto Peter V 4
Accession 0001104659-18-061557
CIK 0001617898other
Filed
Oct 10, 8:00 PM ET
Accepted
Oct 11, 11:58 AM ET
Size
8.2 KB
Accession
0001104659-18-061557
Insider Transaction Report
Form 4
KLX Inc.KLXI
Del Presto Peter V
Director
Transactions
- Award
Common Stock
2018-10-09+132→ 16,174 total - Disposition to Issuer
Common Stock
2018-10-09$63.00/sh−16,174$1,018,962→ 0 total
Footnotes (3)
- [F1]Pursuant to the anti-dilution provisions of the KLX Inc. Long-Term Incentive Plan and the KLX Inc. Non-Employee Directors Stock and Deferred Compensation Plan, the amount of securities beneficially owned by the reporting person has been adjusted in connection with the spin-off by KLX Inc. ("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 628 additional shares of restricted stock and 485 additional stock units deferred under the KLX Inc. Non-Employee Directors Stock and Deferred Compensation Plan.
- [F2]Reflects the disposition in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of April 30, 2018, as amended (the "Merger Agreement"), by and among KLX, The Boeing Company ("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. 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.
- [F3]In addition, pursuant to the Merger Agreement, (i) 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, and (ii) each stock unit award, including any stock unit awards deferred under any of KLX's deferred compensation plans, became fully vested and was canceled thereafter 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 such unit award less any applicable withholding or other taxes.
Documents
Issuer
KLX Inc.
CIK 0001617898
Entity typeother
Related Parties
1- filerCIK 0001628085
Filing Metadata
- Form type
- 4
- Filed
- Oct 10, 8:00 PM ET
- Accepted
- Oct 11, 11:58 AM ET
- Size
- 8.2 KB