4//SEC Filing
GOSTOMSKI MICHAEL M 4
Accession 0001179110-11-015654
CIK 0000815556other
Filed
Nov 27, 7:00 PM ET
Accepted
Nov 28, 5:07 PM ET
Size
13.0 KB
Accession
0001179110-11-015654
Insider Transaction Report
Form 4
FASTENAL COFAST
GOSTOMSKI MICHAEL M
Director
Transactions
- Other
Common Stock
2011-11-23−317,152→ 920,656 total(indirect: By Trust) - Other
Forward Sale Contract (obligation to sell)
2011-11-23−440,000→ 0 total(indirect: By Trust)From: 2011-11-23Exp: 2011-11-23→ Common Stock (440,000 underlying)
Holdings
- 4,446(indirect: By Spouse)
Common Stock
- 24,000(indirect: By Trust)
Common Stock
- 58,600(indirect: By Trust)
Common Stock
- 4,446
Common Stock
Footnotes (7)
- [F1]On November 23, 2011, a revocable living trust established by the reporting person and for which the reporting person has voting and investment power (the "Trust") settled a prepaid variable forward sale contract that had been entered into on November 24, 2010 with an unaffiliated third-party purchaser. The contract obligated the Trust to deliver to the purchaser up to 440,000 shares (split-adjusted; see footnote 2) of Fastenal common stock (or, at the election of the Trust, an equivalent amount of cash) on the maturity date of the contract (November 23, 2011). In exchange for assuming this obligation, the Trust received a cash payment of $9,438,000 as of the date the contract was entered into. The Trust pledged 440,000 shares of Fastenal common stock (the "Pledged Shares") to secure its obligations under the contract and retained dividend and voting rights in the Pledged Shares during the term of the pledge. (continued on footnote 2)
- [F2]The contract provided that the number of Fastenal common shares to be delivered to the purchaser on the maturity date would be determined as follows: (i) if the closing price of Fastenal common stock on the maturity date (the "Settlement Price") was less than or equal to $24.27 (split-adjusted) (the "Floor Price"), the Trust would deliver to the purchaser all of the Pledged Shares; (ii) if the Settlement Price was between the Floor Price and $35.055 (the "Cap Price"), the Trust would deliver to the purchaser a number of Fastenal common shares equal to 440,000 times the Floor Price divided by the Settlement Price; and (iii)if the Settlement Price was greater than the Cap Price, the Trust would deliver to the purchaser a number of Fastenal common shares equal to 440,000 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.(continued on footnote 3)
- [F3]On November 23, 2011, the Settlement price was $38.63. Accordingly, the Trust transferred to the purchaser 317,152 of the Pledged Shares, and 122,848 of the Pledged Shares were released back to the Trust.
- [F4]On May 23, 2011, the common stock of Fastenal Company split 2 for 1, resulting in a doubling of the number of Fastenal common shares beneficially owned (directly and indirectly) by the reporting person, in a doubling of the number of Fastenal common shares subject to the prepaid variable forward sale contract described in footnote 1-3, and 50% reduction in the original Floor Price and Cap Price applicable to such contract.
- [F5]Shares held in the reporting person's revocable living trust described in footnote 1-3, and defined therein as the "Trust."
- [F6]Shares held in reporting person's spouse's revocable living trust for which the spouse has voting and investment power.
- [F7]Shares held in a charitable remainder unit trust for which the reporting person and his spouse share voting and investment power.
Documents
Issuer
FASTENAL CO
CIK 0000815556
Entity typeother
Related Parties
1- filerCIK 0000901070
Filing Metadata
- Form type
- 4
- Filed
- Nov 27, 7:00 PM ET
- Accepted
- Nov 28, 5:07 PM ET
- Size
- 13.0 KB