4//SEC Filing
Con-way Inc. 4
Accession 0001330025-15-000006
CIK 0000023675operating
Filed
Nov 1, 7:00 PM ET
Accepted
Nov 2, 1:36 PM ET
Size
20.5 KB
Accession
0001330025-15-000006
Insider Transaction Report
Form 4
Con-way Inc.CNW
Bianco Robert Leo Jr
Senior Vice President
Transactions
- Award
Common Stock
2015-10-30+19,921→ 19,921 total - Disposition to Issuer
Stock Option (Right to Buy)
2015-10-30−8,700→ 0 totalExercise: $55.20Exp: 2016-01-22→ Common Stock (8,700 underlying) - Disposition from Tender
Common Stock
2015-10-30$47.60/sh−37,935$1,805,706→ 32,719 total - Award
Common Stock
2015-10-30+12,798→ 12,798 total - Disposition to Issuer
Common Stock
2015-10-30−12,798→ 19,921 total - Disposition to Issuer
Common Stock
2015-10-30−12,798→ 0 total - Disposition to Issuer
Common Stock
2015-10-30−19,921→ 0 total - Disposition to Issuer
Common Stock
2015-10-30−19,921→ 0 total - Disposition from Tender
Common Stock
2015-10-30$47.60/sh−12,814.138$609,953→ 0 total(indirect: By 401(k))
Footnotes (5)
- [F1]These Restricted Stock Units ("RSUs"), which were scheduled to vest on or prior to February 29, 2016, were fully vested and cancelled pursuant to the Agreement and Plan of Merger, dated September 9, 2015, among the issuer, XPO Logistics, Inc. ("XPO") and Canada Merger Corp. (the "Merger Agreement"), in exchange for a cash amount equal to the per share merger consideration of $47.60 (the "Per Share Merger Consideration") multiplied by number of shares of the issuers common stock ("Shares") subject to such RSU.
- [F2]These RSUs, which were scheduled to vest after February 29, 2016, were cancelled and converted into an RSU award with the same terms and conditions as were applicable under such original RSUs as of immediately prior to October 30, 2015 (the "Effective Time"). The converted RSU relates to the number of shares of common stock of XPO ("XPO Shares") equal to the product of (i) the number of Shares subject to such original RSUs immediately prior to the Effective Time multiplied by (ii) the Equity Award Conversion Amount (as defined below), with any fractional shares rounded to the nearest whole number of shares.The "Equity Award Comversion Amount" means the quotient obtained by dividing (x) the Per Share Merger Consideration by (y) the volume weighted average trading price of XPO Shares on the New York Stock Exchange as reported by The Wall Street Journal for the five consecutive trading days ending on the trading day immediately preceeding the Effective Time.
- [F3]These Performance Share Plan Units ("PSPUs"), which were scheduled to vest on or prior to February 29, 2016, were fully vested (with the performance-based vesting conditions deemed satisfied at target) and cancelled in exchange for a cash amount equal to the Per Share Merger Consideration multiplied by number of Shares subject to such PSPU.
- [F4]These PSPUs, which were scheduled to vest after February 29, 2016, were cancelled and converted into an award of PSPUs with the same terms and conditions as were applicable under such original PSPU as of immediately prior to the Effective Time (including vesting and settlement terms and conditions, provided that the performance-based vesting terms relating to such PSPUs will be deemed satisfied at target as of the Effective Time). The converted PSPU award relates to the number of shares of common stock of XPO Shares equal to the product of (i) the number of Shares subject to such original PSPU immediately prior to the Effective Time multiplied by (ii) the Equity Award Conversion Amount, with any fractional shares rounded to the nearest whole number of shares.
- [F5]Each option, whether vested or unvested, was converted pursuant to the Merger Agreement into an option to purchase XPO Shares on the same terms and conditions as applicable to this option, with the number of XPO Shares subject to such converted right being equal to the product (rounded up to the nearest whole number of shares) of (i) the total number of Shares underlying the option as of immediately prior to the Effective Time multiplied by (ii) the Equity Award Conversion Amount. The exercise price applicable to such converted right is equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (x) the exercise price per share applicable to such option immediately prior to the Effective Time by (y) the Equity Award Conversion Amount.
Documents
Issuer
Con-way Inc.
CIK 0000023675
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000023675
Filing Metadata
- Form type
- 4
- Filed
- Nov 1, 7:00 PM ET
- Accepted
- Nov 2, 1:36 PM ET
- Size
- 20.5 KB