0001140361-18-044604.txt : 20181206 0001140361-18-044604.hdr.sgml : 20181206 20181206061525 ACCESSION NUMBER: 0001140361-18-044604 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181205 FILED AS OF DATE: 20181206 DATE AS OF CHANGE: 20181206 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fundler Yevgeny CENTRAL INDEX KEY: 0001606927 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51728 FILM NUMBER: 181218728 MAIL ADDRESS: STREET 1: 100 CLARK STREET CITY: ST. CHARLES STATE: MO ZIP: 63301 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: American Railcar Industries, Inc. CENTRAL INDEX KEY: 0001344596 STANDARD INDUSTRIAL CLASSIFICATION: RAILROAD EQUIPMENT [3743] IRS NUMBER: 431481791 STATE OF INCORPORATION: ND FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 100 CLARK STREET CITY: ST. CHARLES STATE: MO ZIP: 63301 BUSINESS PHONE: 636-940-6000 MAIL ADDRESS: STREET 1: 100 CLARK STREET CITY: ST. CHARLES STATE: MO ZIP: 63301 FORMER COMPANY: FORMER CONFORMED NAME: American Railcar Industries, Inc./DE DATE OF NAME CHANGE: 20051116 4 1 form4.xml FORM 4 X0306 4 2018-12-05 true 0001344596 American Railcar Industries, Inc. ARII 0001606927 Fundler Yevgeny C/O AMERICAN RAILCAR INDUSTRIES, INC. 100 CLARK STREET ST. CHARLES MO 63301 true SVP, GC and Secretary Stock Appreciation Right 70.23 2018-12-05 4 D 0 2737 D 2021-03-03 Common Stock 2737 0 D Stock Appreciation Right 50.27 2018-12-05 4 D 0 7682 D 2022-03-09 Common Stock 7682 0 D Stock Appreciation Right 44.83 2018-12-05 4 D 0 13568 D 2023-03-22 Common Stock 13568 0 D Stock Appreciation Right 40.93 2018-12-05 4 D 0 14712 D 2024-03-07 Common Stock 14712 0 D Stock Appreciation Right 38.28 2018-12-05 4 D 0 17856 D 2025-03-16 Common Stock 17856 0 D On December 5, 2018, the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 22, 2018, by and between American Railcar Industries, Inc. ("ARI") and STL Parent Corp. were completed. Pursuant to the Merger Agreement, Merger Sub was merged with and into ARI, with ARI continuing as the surviving corporation after the merger. At the effective time of the merger, all of the stock appreciation rights held by Mr. Fundler were disposed of pursuant to the terms of the Merger Agreement. All of these stock appreciation rights were vested at the effective time of the merger and, pursuant to the terms of the Merger Agreement, were cancelled for no consideration or payment as the exercise price per share is greater than the per share merger consideration of $70.00 per share. All of these stock appreciation rights were vested at the effective time of the merger and, pursuant to the terms of the Merger Agreement, were cancelled at the effective time in exchange for the right to receive a lump sum cash payment calculated in accordance with the terms of the Merger Agreement. Two-thirds of these stock appreciation rights were vested at the effective time of the merger and, pursuant to the terms of the Merger Agreement, were cancelled at the effective time in exchange for the right to receive a lump sum cash payment calculated in accordance with the terms of the Merger Agreement. The unvested portion was cancelled for no consideration or payment. One-third of these stock appreciation rights were vested at the effective time of the merger and, pursuant to the terms of the Merger Agreement, were cancelled at the effective time in exchange for the right to receive a lump sum cash payment calculated in accordance with the terms of the Merger Agreement. The unvested portion was cancelled for no consideration or payment. All of these stock appreciation rights were unvested at the effective time of the merger and, pursuant to the terms of the Merger Agreement, were cancelled for no consideration or payment. /s/ Yevgeny Fundler 2018-12-06