JOHANSON DAVID 4
4 · Great Lakes Dredge & Dock CORP · Filed Apr 1, 2026
Research Summary
AI-generated summary of this filing
GLDD SVP David Johanson Receives Awards, Disposes Shares
What Happened
- David Johanson, Senior Vice President — Project Acquisition & Operations at Great Lakes Dredge & Dock Corporation (GLDD), reported both acquisitions and a disposition tied to the company's merger. On March 25, 2026 he purchased 521.257 shares through the company ESPP at $10.82 per share (cost ~$5,641). On April 1, 2026 he was credited with 71,860 shares (award/RSU acquisition; value not stated in the Form 4). Also on April 1, 2026, 191,597.516 shares were disposed in connection with the change of control (merger) — each share was converted into the right to receive $17.00 in cash, implying gross proceeds of approximately $3.26 million (191,597.516 × $17.00 = $3,257,157.77).
Key Details
- Transaction dates: March 25, 2026 (ESPP purchase); April 1, 2026 (RSU award and change-of-control disposition).
- Prices/values reported: ESPP purchase at $10.82 (521.257 shares; ~$5,641). Merger consideration: $17.00 per cancelled share for shares disposed (191,597.516 shares; ≈ $3.26M). The 71,860-share award lists no per-share price/value on the Form 4.
- Footnotes of note:
- F1–F2: The 521.257 shares were bought under the 2025 ESPP at 85% of the Dec 1, 2025 closing price.
- F3–F5: Performance- and time-based RSUs were affected by the Merger Agreement; certain RSUs fully vested or were converted/replaced per the merger terms.
- F4: On April 1, 2026, Merger Sub merged into the company and each outstanding common share was cancelled and converted into the right to receive $17.00 in cash (the Merger Consideration).
- Shares owned after the transactions: not specified in the provided filing.
- Filing timeliness: filing date shown is April 1, 2026 for transactions on/through April 1, 2026 — no late filing indication in the provided data.
Context
- The large "disposition" here is not an open-market sale but the automatic cash-out of shares at the merger effective time under the Merger Agreement (change-of-control payment). The reported acquisitions include an ESPP purchase (a direct purchase by the insider) and RSU-related awards that vested/converted as part of the merger. These items reflect transaction mechanics tied to the corporate transaction rather than an independent decision to sell shares on the market.
Insider Transaction Report
Form 4Exit
JOHANSON DAVID
SVP-Project Acquisition & Ops
Transactions
- Award
Common Stock
[F1][F2]2026-03-25$10.82/sh+521.257$5,641→ 119,737.516 total - Award
Common Stock
[F3]2026-04-01+71,860→ 191,597.516 total - Disposition from Tender
Common Stock
[F4][F5]2026-04-01−191,597.516→ 0 total
Footnotes (5)
- [F1]The shares were acquired under the Great Lakes Dredge & Dock Corporation 2025 Employee Stock Purchase Plan ("ESPP").
- [F2]In accordance with the ESPP, these shares were purchased at a price equal to 85% of the closing price of the Issuer's common stock on December 1, 2025.
- [F3]Pursuant to the Merger Agreement (as defined in footnote 2 below), at the Effective Time (as defined in footnote 2 below), these performance-based restricted stock units fully vested, with the number earned or deemed earned as set forth in the Merger Agreement.
- [F4]Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated February 10, 2026, by and among Saltchuk Resources, Inc. ("Parent"), Huron MergeCo, Inc. ("Merger Sub"), and Great Lakes Dredge & Dock Corporation ("Issuer") on April 1, 2026 (the "Effective Time"), Merger Sub merged with and into Issuer, with Issuer surviving as a wholly owned subsidiary of Parent upon consummation of the transactions contemplated by the Merger Agreement. At the Effective Time, each outstanding share of common stock of the Issuer ("Common Stock") was cancelled and converted into the right to receive $17.00 in cash (the "Merger Consideration"), without interest and subject to any required tax withholdings.
- [F5]Includes 103,250 restricted stock units ("RSUs"). At the Effective Time, 89,375 outstanding RSUs were canceled and converted into the right to receive an amount in cash equal to the product of the aggregate number of shares of Common Stock underlying such RSUs immediately prior to the Effective Time, multiplied by the Merger Consideration, and 13,515 RSUs were replaced by a cash-based award of equivalent value (based on the Offer Price (as defined in the Merger Agreement)) that is subject to the same time-based vesting conditions as applied to the unvested portion of such award prior to the Effective Time.
Signature
/s/Vivienne R. Schiffer, by Power of Attorney|2026-04-01