4//SEC Filing
PROVIDENCE & WORCESTER RAILROAD CO/RI/ 4
Accession 0001140361-16-084518
CIK 0000831968operating
Filed
Nov 1, 8:00 PM ET
Accepted
Nov 2, 2:20 PM ET
Size
12.3 KB
Accession
0001140361-16-084518
Insider Transaction Report
Form 4
Eder Robert H
DirectorChief Executive Officer10% Owner
Transactions
- Conversion
Common Stock
2016-11-01+50,000→ 892,742 total(indirect: By Trust) - Disposition to Issuer
Common Stock
2016-11-01$25.00/sh−892,742$22,318,550→ 0 total(indirect: By Trust) - Conversion
Preferred Stock
2016-11-01−500→ 0 total(indirect: By Trust)→ Common Stock (50,000 underlying)
Eder Linda
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2016-11-01$25.00/sh−892,742$22,318,550→ 0 total(indirect: By Trust) - Conversion
Common Stock
2016-11-01+50,000→ 892,742 total(indirect: By Trust) - Conversion
Preferred Stock
2016-11-01−500→ 0 total(indirect: By Trust)→ Common Stock (50,000 underlying)
Footnotes (7)
- [F1]These securities are owned by the Robert H. Eder Trust, of which Robert H. Eder and Linda Eder are each co-trustees. Each of Robert H. Eder and Linda Eder has a beneficial interest in such shares and for purposes of Section 13(d) of the Exchange Act, Robert H. Eder is a member of a "group" with Linda Eder.
- [F2]The preferred stock was convertible into common stock on a 100-for-1 basis and had no expiration date.
- [F3]Pursuant to the terms of the Merger Agreement, dated August 12, 2016 (the "Merger Agreement"), among Providence and Worcester Railroad Company (the "Company"), Genesee & Wyoming Inc. ("G&W"), and Pullman Acquisition Sub Inc. ("Pullman"), whereby Pullman merged with and into the Company, whereupon the separate corporate existence of Pullman ceased and the Company became a wholly-owned subsidiary of G&W (the "Merger"), each outstanding share of preferred stock of the Company, par value $50 per share, was deemed to be automatically converted, along with the aggregate accrued or accumulated and unpaid dividends thereon, into 100 shares of the common stock of the Company, par value $0.50 per share, and each share of common stock of the Company issued and outstanding at the effective time of the Merger (including common stock into which the preferred stock has been deemed converted) shall be converted into and exchanged for the right to receive cash in the amount of $25.
- [F4]Includes 74,580 shares of common stock held by the Linda Eder Trust, of which Robert H. Eder and Linda Eder are each co-trustees, and 818,162 shares of common stock held by the Robert H. Eder Trust (which includes 50,000 shares of common stock deemed to have been converted from 500 shares of preferred stock held by the Robert H. Eder Trust). Each of Robert H. Eder and Linda Eder has a beneficial interest in shares held by the Linda Eder Trust.
- [F5]Disposed of pursuant to the Merger Agreement in exchange for $25.00 per share in cash.
- [F6]Immediately.
- [F7]100-1
Documents
Issuer
PROVIDENCE & WORCESTER RAILROAD CO/RI/
CIK 0000831968
Entity typeoperating
IncorporatedRI
Related Parties
1- filerCIK 0000831968
Filing Metadata
- Form type
- 4
- Filed
- Nov 1, 8:00 PM ET
- Accepted
- Nov 2, 2:20 PM ET
- Size
- 12.3 KB