4//SEC Filing
Toffolon John E Jr 4
Accession 0001181431-12-032835
CIK 0001361872other
Filed
May 24, 8:00 PM ET
Accepted
May 25, 4:33 PM ET
Size
15.7 KB
Accession
0001181431-12-032835
Insider Transaction Report
Form 4
Toffolon John E Jr
Director
Transactions
- Exercise of In-Money
Warrants (right to buy)
2012-05-23−333,334→ 0 total(indirect: By Trust)Exercise: $5.00From: 2010-08-30Exp: 2012-05-24→ Class A Common Stock (333,334 underlying) - Exercise of In-Money
Class A Common Stock
2012-05-23$5.00/sh+33,334$166,670→ 38,199 total - Tax Payment
Class A Common Stock
2012-05-23$5.97/sh−27,918$166,670→ 10,281 total - Exercise of In-Money
Warrants (right to buy)
2012-05-23−33,334→ 0 totalExercise: $5.00From: 2010-08-30Exp: 2012-05-24→ Class A Common Stock (33,334 underlying) - Exercise of In-Money
Class A Common Stock
2012-05-23$5.00/sh+333,334$1,666,670→ 333,334 total(indirect: By Trust) - Tax Payment
Class A Common Stock
2012-05-23$5.97/sh−279,174$1,666,669→ 54,160 total(indirect: By Trust)
Footnotes (4)
- [F1]Does not include 50,800 shares held in escrow for Shermen WSC Holding LLC, of which the reporting person is a member, and which number of shares reflects the proportionate interest of the reporting person in Shermen WSC Holding LLC. The reporting person disclaims beneficial ownership of the 50,800 shares, except to the extent of his pecuniary interest therein.
- [F2]Reflects 27,918 shares withheld by Issuer at a volume weighted average price for the 5 trading days immediately prior to the date of exercise of $5.97 per share to fund the cashless exercise of 33,334 warrants owned by Mr. Toffolon, which method of exercise was available to Mr. Toffolon pursuant to Amendment No. 1 to Founder Warrant Agreement dated August 30, 2010, between the issuer and Continental Stock Transfer & Trust Company, a copy of which is filed as Exhibit 4.1 to the issuer's Current Report on Form 8-K filed with the SEC on August 31, 2010 ("Amendment No. 1"). The terms of the warrants which included the ability to exercise on a cashless basis was approved by the Board of Directors of the Issuer in compliance with Rule 16b-3.
- [F3]The reporting person, as agent and attorney-in-fact for Barbara L Toffolon, in her capacity as co-trustee of the John E. Toffolon, Jr. Residuary Trust (the "Trust"), shares the power to vote or direct the vote of and to dispose or direct the disposition of the shares of class A common stock of the issuer reported above with Mrs. Toffolon, co-trustee of the Trust, with BNY Mellon, N.A. ("BNY"), co-trustee of the Trust and with The Bank of New York Mellon Corporation, the parent holding company of BNY. The reporting person disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his pecuniary interest therein.
- [F4]Reflects 279,174 shares withheld by Issuer at a volume weighted average price for the 5 trading days immediately prior to the date of exercise of $5.97 per share to fund the cashless exercise of 333,334 owned by the Trust, which method of exercise was available to the Trust pursuant to Amendment No. 1. The terms of the warrants which included the ability to exercise on a cashless basis was approved by the Board of Directors of the Issuer in compliance with Rule 16b-3.
Documents
Issuer
Westway Group, Inc.
CIK 0001361872
Entity typeother
Related Parties
1- filerCIK 0001375325
Filing Metadata
- Form type
- 4
- Filed
- May 24, 8:00 PM ET
- Accepted
- May 25, 4:33 PM ET
- Size
- 15.7 KB