Schiffer Vivienne 4
Research Summary
AI-generated summary
Great Lakes Dredge (GLDD) SVP Vivienne Schiffer Sells 144,817 Shares
What Happened
Vivienne Schiffer, SVP, Chief Legal Officer, Chief Compliance Officer & Corporate Secretary of Great Lakes Dredge & Dock Corporation (GLDD), had two related transactions on April 1, 2026 tied to the company’s merger. Per the Merger Agreement, 144,817 shares of GLDD common stock were converted/cancelled in connection with the change of control and converted into cash at $17.00 per share (total ~ $2,461,889). Separately, 28,945 performance-based RSUs fully vested at the Effective Time and were treated in connection with the merger (value ~ $492,065).
Key Details
- Transaction date: 2026-04-01 (Effective Time of the Merger Agreement).
- Price/consideration: $17.00 per share (merger consideration).
- Quantities and cash values: 144,817 shares converted to cash → $2,461,889; 28,945 vested RSUs → $492,065 (based on $17.00/share).
- Transaction codes on Form 4: A = award/grant (vesting of performance RSUs); U = disposition in connection with a change in control (merger conversion).
- Post-transaction holdings: Common stock was cancelled and converted into cash at the Effective Time per the Merger Agreement. The filing notes 71,357 RSUs in total: 52,855 RSUs were canceled and converted to cash, and 18,502 RSUs were replaced by a cash-based award subject to the same time-based vesting conditions (i.e., certain RSUs remain as a cash-settled award).
- Filing timeliness: Form 4 filed 2026-04-01 (same day as Effective Time); no late filing indicated.
- Relevant footnotes: F1 — performance RSUs fully vested at the Effective Time; F2 — summary of the Merger Agreement and $17.00 cash consideration; F3 — treatment of RSUs (cancellation, cash conversion, and replacement with cash-based award for 18,502 RSUs).
Context
This was not an open-market sale but a merger-related conversion: GLDD common shares were cancelled and holders received $17.00 per share in cash. The vested RSUs and the canceled shares were settled under the merger terms — routine in acquisitions and not a typical insider-initiated sale that signals personal trading intent.