4//SEC Filing
GOSTOMSKI MICHAEL M 4
Accession 0001179110-10-016669
CIK 0000815556other
Filed
Nov 28, 7:00 PM ET
Accepted
Nov 29, 7:15 PM ET
Size
16.5 KB
Accession
0001179110-10-016669
Insider Transaction Report
Form 4
FASTENAL COFAST
GOSTOMSKI MICHAEL M
Director
Transactions
- Other
Common Stock
2010-11-24$53.93/sh+172,022$9,277,146→ 618,904 total(indirect: By Trust) - Gift
Common Stock
2010-11-24−47,978→ 29,300 total(indirect: By Trust) - Other
Common Stock
2010-11-24$53.93/sh−172,022$9,277,146→ 0 total(indirect: By Spouse) - OtherSwap
Forward sale contract (obligation to sell)
2010-11-24+220,000→ 220,000 total(indirect: By Trust)From: 2011-11-23Exp: 2011-11-23→ Common Stock (220,000 underlying) - Gift
Common Stock
2010-11-24+47,978→ 446,882 total(indirect: By Trust)
Holdings
- 2,223
Common Stock
- 2,223(indirect: By Spouse)
Common Stock
- 12,000(indirect: By Trust)
Common Stock
Footnotes (6)
- [F1]Shares held in reporting person's revocable living trust for which the reporting person has voting and investment power; the revocable living trust is also party to forward sale contract described in Table II.
- [F2]Reporting person's revocable living trust received 172,022 Fastenal common shares from his spouse's grantor retained annuity trust in exchange for $9,277,146.
- [F3]Shares held in reporting person's spouse's revocable living trust for which the spouse has voting and investment power.
- [F4]Shares held in a charitable remainder unit trust for which the reporting person and his spouse share voting and investment power.
- [F5]On November 24, 2010, the reporting person entered into a prepaid variable forward contract with an unaffiliated third-party buyer. The contract obligates the reporting person to deliver to the buyer up to 220,000 shares of Fastenal Company common stock (or, at the reporting person's election, an equivalent amount of cash based on the market price of Fastenal common stock at that time) on the maturity date of the contract (November 23, 2011). In exchange for assuming this obligation, the reporting person will receive a cash payment of $9,438,000. The reporting person pledged 220,000 Fastenal common shares (the "Pledged Shares") to secure his obligations under the contract, and retains dividend and voting rights in the Pledged Shares during the term of the pledge.
- [F6](continued from footnote 5) The number of Fastenal common shares to be delivered to the buyer on the maturity date is to be determined as follows: (i) if the closing price of Fastenal common stock on the maturity date (the "Settlement Price") is less than or equal to $48.54 (the "Floor Price"), the reporting person will deliver to the buyer all of the Pledged Shares; (ii) if the Settlement Price is between the Floor Price and $70.11 (the "Cap Price"), the reporting person will deliver to the buyer a number of Fastenal common shares equal to 220,000 times the Floor Price divided by the Settlement Price; and (iii) if the Settlement Price is greater than the Cap Price, the reporting person will deliver to the buyer a number of Fastenal common shares equal to 220,000 times a fraction whose numerator is the Floor Price plus the difference between the Settlement Price and the Cap Price, and whose denominator is the Settlement Price.
Documents
Issuer
FASTENAL CO
CIK 0000815556
Entity typeother
Related Parties
1- filerCIK 0000901070
Filing Metadata
- Form type
- 4
- Filed
- Nov 28, 7:00 PM ET
- Accepted
- Nov 29, 7:15 PM ET
- Size
- 16.5 KB