0001104659-18-061556.txt : 20181011 0001104659-18-061556.hdr.sgml : 20181011 20181011115443 ACCESSION NUMBER: 0001104659-18-061556 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181009 FILED AS OF DATE: 20181011 DATE AS OF CHANGE: 20181011 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COLLINS JOHN T CENTRAL INDEX KEY: 0001195060 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36610 FILM NUMBER: 181117687 MAIL ADDRESS: STREET 1: THE COLLINS GROUP STREET 2: 60 STATE ST, SUITE 700 CITY: BOSTON STATE: MA ZIP: 02109 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: KLX Inc. CENTRAL INDEX KEY: 0001617898 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT & PARTS [3720] IRS NUMBER: 471639172 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1300 CORPORATE CENTER WAY CITY: WELLINGTON STATE: FL ZIP: 33414-2105 BUSINESS PHONE: 561-383-5100 MAIL ADDRESS: STREET 1: 1300 CORPORATE CENTER WAY CITY: WELLINGTON STATE: FL ZIP: 33414-2105 4 1 a4.xml 4 X0306 4 2018-10-09 1 0001617898 KLX Inc. KLXI 0001195060 COLLINS JOHN T C/O KLX INC. 1300 CORPORATE CENTER WAY WELLINGTON FL 33414 1 0 0 0 Common Stock 2018-10-09 4 A 0 669 0 A 16904 D Common Stock 2018-10-09 4 D 0 16904 63 D 0 D Pursuant to the anti-dilution provisions of the KLX Inc. Long-Term Incentive Plan and the KLX Inc. Non-Employee Directors Stock and Deferred Compensation Plan, the amount of securities beneficially owned by the reporting person has been adjusted in connection with the spin-off by KLX Inc. ("KLX") of all of the common stock of its wholly owned subsidiary, KLX Energy Services Holdings, Inc., which was completed on September 14, 2018. As a result of the adjustment, the reporting person received 634 additional shares of restricted stock and 647 additional stock units deferred under the KLX Inc. Non-Employee Directors Stock and Deferred Compensation Plan. Reflects the disposition in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of April 30, 2018, as amended (the "Merger Agreement"), by and among KLX, The Boeing Company ("Boeing") and Kelly Merger Sub, Inc., a wholly owned subsidiary of Boeing ("Merger Sub"). On October 9, 2018, Merger Sub merged with and into KLX with KLX continuing as the surviving corporation and wholly owned subsidiary of Boeing. At the effective time of the Merger (the "Effective Time"), each share of KLX common stock that was issued and outstanding immediately prior to the Effective Time was converted into the right to receive $63 per share in cash, without interest. In addition, pursuant to the Merger Agreement, (i) each unvested restricted stock award outstanding immediately prior to the Effective Time became fully vested and was then immediately cancelled in exchange for the right to receive a lump sum cash payment equal to $63 multiplied by the number of shares of KLX common stock subject to each such restricted stock award less any applicable withholding or other taxes, and (ii) each stock unit award, including any stock unit awards deferred under any of KLX's deferred compensation plans, became fully vested and was canceled thereafter in exchange for the right to receive a lump sum cash payment equal to $63 multiplied by the number of shares of KLX common stock subject to such unit award less any applicable withholding or other taxes. /s/ Claire Dumas, Attorney-in-Fact for Mr. Collins 2018-10-11