4//SEC Filing
DIETRICH JOHN W 4
Accession 0001209191-23-020176
CIK 0001135185other
Filed
Mar 20, 8:00 PM ET
Accepted
Mar 21, 1:52 PM ET
Size
12.6 KB
Accession
0001209191-23-020176
Insider Transaction Report
Form 4
DIETRICH JOHN W
EVP & COO
Transactions
- Disposition to Issuer
Performance Stock Units
2023-03-17−26,822→ 0 total→ Common Stock (26,822 underlying) - Disposition to Issuer
Restricted Stock Units
2023-03-17−23,353→ 0 total→ Common Stock (23,353 underlying) - Disposition to Issuer
Common Stock, $0.01 par value
2023-03-17−121,993→ 0 total - Award
Performance Stock Units
2023-03-17+26,822→ 26,822 total→ Common Stock (26,822 underlying)
Footnotes (3)
- [F1]On March 17, 2023 (the "Effective Time"), pursuant to that certain Agreement and Plan of Merger, dated as of August 4, 2022 (the "Merger Agreement"), by and among Atlas Air Worldwide Holdings, Inc. (the "Company"), Rand Parent, LLC, a Delaware limited liability company ("Parent"), and Rand Merger Sub, Inc., a wholly owned subsidiary of Parent ("MergerCo"), MergerCo merged with and into the Company with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent. Unless otherwise agreed, pursuant to the Merger Agreement, each share of the Company's common stock reported in this Form 4 was converted into the right to receive $102.50 in cash, without interest (the "Merger Consideration").
- [F2]Pursuant to the Merger Agreement, each outstanding restricted stock unit ("RSU") vested and was canceled in exchange for a cash payment equal to the number of shares of the Company's common stock underlying such RSU immediately prior to the Effective Time multiplied by the Merger Consideration, less any applicable withholding for taxes.
- [F3]Pursuant to the Merger Agreement, each outstanding performance stock unit ("PSU") vested (assuming the maximum level of performance achievement) and was canceled in exchange for a cash payment equal to the number of shares of the Company's common stock underlying such PSU immediately prior to the Effective Time multiplied by the Merger Consideration, less any applicable withholding for taxes.
Documents
Issuer
ATLAS AIR WORLDWIDE HOLDINGS INC
CIK 0001135185
Entity typeother
Related Parties
1- filerCIK 0001226022
Filing Metadata
- Form type
- 4
- Filed
- Mar 20, 8:00 PM ET
- Accepted
- Mar 21, 1:52 PM ET
- Size
- 12.6 KB