0001181431-12-026770.txt : 20120501
0001181431-12-026770.hdr.sgml : 20120501
20120501171150
ACCESSION NUMBER: 0001181431-12-026770
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20120430
FILED AS OF DATE: 20120501
DATE AS OF CHANGE: 20120501
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Ledlow David
CENTRAL INDEX KEY: 0001400228
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33485
FILM NUMBER: 12801688
MAIL ADDRESS:
STREET 1: C/O RSC HOLDINGS INC.
STREET 2: 6929 E. GREENWAY PARKWAY
CITY: SCOTTSDALE
STATE: AZ
ZIP: 85254
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: RSC Holdings Inc.
CENTRAL INDEX KEY: 0001389305
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359]
IRS NUMBER: 221669012
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 6929 E. GREENWAY PARKWAY SUITE 200
CITY: SCOTTSDALE
STATE: AZ
ZIP: 85254
BUSINESS PHONE: (480) 348-5918
MAIL ADDRESS:
STREET 1: 6929 E. GREENWAY PARKWAY SUITE 200
CITY: SCOTTSDALE
STATE: AZ
ZIP: 85254
4
1
rrd343337.xml
FORM 4
X0305
4
2012-04-30
1
0001389305
RSC Holdings Inc.
RRR
0001400228
Ledlow David
C/O RSC HOLDINGS INC.
6929 E. GREENWAY PARKWAY, SUITE 200
SCOTTSDALE
AZ
85254
0
1
0
0
SVP, Operations
Common Stock
2012-04-30
4
D
0
30200
D
0
D
Common Stock
2012-04-30
4
D
0
26800
D
0
D
Common Stock
2012-04-30
4
D
0
17700
D
0
D
Common Stock
2012-04-30
4
D
0
15700
D
0
D
Common Stock
2012-04-30
4
D
0
53642
D
0
D
Employee Stock Options
6.52
2012-04-30
4
D
0
1503
D
2012-04-30
2016-12-04
Common Stock
1503
0
D
Employee Stock Options
10.00
2012-04-30
4
D
0
19900
D
2014-04-20
2020-04-20
Common Stock
19900
0
D
Employee Stock Options
12.00
2012-04-30
4
D
0
19900
D
2014-04-20
2020-04-20
Common Stock
19900
0
D
Employee Stock Options
14.00
2012-04-30
4
D
0
19900
D
2014-04-20
2020-04-20
Common Stock
19900
0
D
Employee Stock Options
16.00
2012-04-30
4
D
0
10900
D
2015-04-20
2021-04-20
Common Stock
10900
0
D
Employee Stock Options
17.00
2012-04-30
4
D
0
11700
D
2015-04-20
2021-04-20
Common Stock
11700
0
D
Employee Stock Options
18.00
2012-04-30
4
D
0
12600
D
2015-04-20
2021-04-20
Common Stock
12600
0
D
This represents an award of performance based restricted stock units, a contingent right to receive the specified number of shares of Issuer's common stock upon vesting. A total of 45,300 performance based restricted stock units were granted subject to a combination of time and performance vesting based on continued service through the 15th day following the last day of the Performance Period which is December 31, 2012. As a result of the merger between United Rentals, Inc. ("URI") and Issuer, 30,200 of such restricted stock units were deemed "earned" and the balance was forfeited. The original service vesting schedule shall continue to apply to earned restricted stock units, subject to "double-trigger" accelerated vesting if the reporting person is either involuntarily terminated or constructively terminated following the merger.
This represents an award of time based restricted stock units, a contingent right to receive the specified number of shares of Issuer's common stock upon vesting. The original service vesting schedule shall continue to apply to these restricted stock units, subject to "double-trigger" accelerated vesting if the reporting person is either involuntarily terminated or constructively terminated following the merger.
This represents an award of performance based restricted stock units, a contingent right to receive the specified number of shares of Issuer's common stock upon vesting. A total of 26,550 performance based restricted stock units were granted subject to a combination of time and performance vesting based on continued service through the 15th day following the last day of the Performance Period which is December 31, 2013. As a result of the merger, 17,700 of such restricted stock units were deemed "earned" and the balance was forfeited. The original service vesting schedule shall continue to apply to earned restricted stock units, subject to "double-trigger" accelerated vesting if the reporting person is either involuntarily terminated or constructively terminated following the merger.
The restricted stock units were assumed by URI in the merger and replaced with restricted stock units in respect of 15,586 shares of URI common stock.
The restricted stock units were assumed by URI in the merger and replaced with restricted stock units in respect of 13,831 shares of URI common stock.
The restricted stock units were assumed by URI in the merger and replaced with restricted stock units in respect of 9,134 shares of URI common stock.
The restricted stock units were assumed by URI in the merger and replaced with restricted stock units in respect of 8,102 shares of URI common stock.
Disposed of pursuant to the merger agreement between Issuer and URI. In the merger, each share of Issuer's common stock was exchanged for $10.80 plus 0.2783 shares of URI common stock having a market value of $46.68 per share on the effective date of the merger.
The vesting of the option was accelerated as of the closing of the merger.
The original vesting schedule continues to apply to the option subject to "double-trigger" accelerated vesting if the reporting person is either involuntary terminated or constructively terminated following the merger.
This option was assumed by URI in the merger and replaced with an option to purchase 775 shares of URI common stock for $12.64 per share.
This option was assumed by URI in the merger and replaced with an option to purchase 10,270 shares of URI common stock for $19.38 per share.
This option was assumed by URI in the merger and replaced with an option to purchase 10,270 shares of URI common stock for $23.26 per share.
This option was assumed by URI in the merger and replaced with an option to purchase 10,270 shares of URI common stock for $27.13 per share.
This option was assumed by URI in the merger and replaced with an option to purchase 5,625 shares of URI common stock for $31.01 per share.
This option was assumed by URI in the merger and replaced with an option to purchase 6,038 shares of URI common stock for $32.94 per share.
This option was assumed by URI in the merger and replaced with an option to purchase 6,502 shares of URI common stock for $34.88 per share.
/s/ Kevin J. Groman, Attorney-in-Fact for David Ledlow
2012-05-01