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