Forbes James Anthony 4
4 · ATLAS AIR WORLDWIDE HOLDINGS INC · Filed Mar 21, 2023
Insider Transaction Report
Form 4
Forbes James Anthony
EVP & COO
Transactions
- Disposition to Issuer
Performance Stock Units
2023-03-17−10,675→ 0 total→ Common Stock (10,675 underlying) - Disposition to Issuer
Common Stock, $0.01 par value
2023-03-17−31,145→ 0 total - Award
Performance Stock Units
2023-03-17+10,675→ 10,675 total→ Common Stock (10,675 underlying)
Footnotes (2)
- [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. 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 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.