DICKERSON LAWRENCE R 4

What Happened

• Lawrence R. Dickerson, a director of Great Lakes Dredge & Dock Corp (GLDD), had common shares and deferred stock units (DSUs) converted into cash as part of a merger effective April 1, 2026. The filing shows a disposition of 86,217 common shares and a derivative disposition of 76,962 DSUs; each was converted at the $17.00 per-share merger consideration, producing $1,465,689 and $1,308,354 respectively (total ≈ $2,774,043).
• The Form 4 also reports a grant of 2,938 DSUs on March 31, 2026 (awarded and deferred under the company’s Director Deferral Plan) at $0.00 grant price. All outstanding DSUs were cancelled and converted into cash at the effective time of the merger.

Key Details

• Transaction dates and prices:
  • Mar 31, 2026: Grant of 2,938 DSUs (A) — $0.00 grant price (deferred).
  • Apr 1, 2026: Disposition in change of control of 86,217 common shares (U) — converted at $17.00/share = $1,465,689.
  • Apr 1, 2026: Disposition to issuer of 76,962 DSUs (D, derivative) — converted at $17.00/share = $1,308,354.
• Total cash received from the two listed dispositions: approximately $2,774,043.
• Post-transaction holdings: At the Effective Time, each outstanding share of common stock was cancelled and converted into the right to receive the merger cash consideration, so the insider no longer holds those common shares; outstanding DSUs were likewise canceled and converted to cash.
• Footnotes of note:
  • F1: Transactions reflect the Merger Agreement effective Apr 1, 2026 (Saltchuk Resources transaction) — $17.00 cash per share.
  • F2: The 2,938 DSUs were granted Mar 31 and deferred under the Director Deferral Plan.
  • F3: The filing’s derivative disposition includes 76,962 DSUs converted to cash.
• Timeliness: Form 4 was filed Apr 1, 2026 covering the Mar 31 period and the Apr 1 effective conversion; this appears to be a timely filing of merger-related dispositions (no late filing noted).

Context

• These were corporate-change conversions (merger cash-out), not open-market sales; the insider did not sell shares into the market. DSUs are derivative awards that were canceled and paid out in cash equal to underlying shares × $17.00.
• Such merger-driven conversions reflect the deal terms rather than an insider buying or selling based on market views; purchases generally convey stronger positive signals than cash-outs from corporate transactions.