Williams Luke M 4
4 · American Railcar Industries, Inc. · Filed Dec 6, 2018
Insider Transaction Report
Form 4
Williams Luke M
VP Finance & CAO
Transactions
- Disposition to Issuer
Stock Appreciation Right
2018-12-05−1,700→ 0 totalExercise: $29.31Exp: 2019-02-24→ Common Stock (1,700 underlying) - Disposition to Issuer
Stock Appreciation Right
2018-12-05−15,106→ 0 totalExercise: $38.28Exp: 2025-03-16→ Common Stock (15,106 underlying) - Disposition to Issuer
Common Stock, $0.01 par value per share
2018-12-05$70.00/sh−51$3,570→ 0 total - Disposition to Issuer
Stock Appreciation Right
2018-12-05−3,171→ 0 totalExercise: $48.13Exp: 2021-02-26→ Common Stock (3,171 underlying) - Disposition to Issuer
Stock Appreciation Right
2018-12-05−5,761→ 0 totalExercise: $50.27Exp: 2022-03-09→ Common Stock (5,761 underlying) - Disposition to Issuer
Stock Appreciation Right
2018-12-05−8,484→ 0 totalExercise: $44.83Exp: 2023-03-22→ Common Stock (8,484 underlying) - Disposition to Issuer
Stock Appreciation Right
2018-12-05−12,446→ 0 totalExercise: $40.93Exp: 2024-03-07→ Common Stock (12,446 underlying)
Footnotes (5)
- [F1]On December 5, 2018, the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 22, 2018, by and between American Railcar Industries, Inc. ("ARI") and STL Parent Corp. were completed. Pursuant to the Merger Agreement, Merger Sub was merged with and into ARI, with ARI continuing as the surviving corporation after the merger. Pursuant to the terms of the Merger Agreement, all of the outstanding shares of common stock of ARI, including those held by Mr. Williams, were converted into the right to receive the merger consideration of $70.00 per share. The stock appreciation rights held by Mr. Williams were also disposed of pursuant to the terms of the Merger Agreement.
- [F2]All of these stock appreciation rights were vested at the effective time of the merger and, pursuant to the terms of the Merger Agreement, were cancelled at the effective time in exchange for the right to receive a lump sum cash payment calculated in accordance with the terms of the Merger Agreement.
- [F3]Two-thirds of these stock appreciation rights were vested at the effective time of the merger and, pursuant to the terms of the Merger Agreement, were cancelled at the effective time in exchange for the right to receive a lump sum cash payment calculated in accordance with the terms of the Merger Agreement. The unvested portion was cancelled for no consideration or payment.
- [F4]One-third of these stock appreciation rights were vested at the effective time of the merger and, pursuant to the terms of the Merger Agreement, were cancelled at the effective time in exchange for the right to receive a lump sum cash payment calculated in accordance with the terms of the Merger Agreement. The unvested portion was cancelled for no consideration or payment.
- [F5]All of these stock appreciation rights were unvested at the effective time of the merger and, pursuant to the terms of the Merger Agreement, were cancelled for no consideration or payment.