0001104659-18-061560.txt : 20181011
0001104659-18-061560.hdr.sgml : 20181011
20181011120328
ACCESSION NUMBER: 0001104659-18-061560
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: Hardesty Benjamin A.
CENTRAL INDEX KEY: 0001587768
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36610
FILM NUMBER: 181117709
MAIL ADDRESS:
STREET 1: 1625 17TH STREET
CITY: DENVER
STATE: CO
ZIP: 80202
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
0001587768
Hardesty Benjamin A.
C/O KLX INC.
1300 CORPORATE CENTER WAY
WELLINGTON
FL
33414
1
0
0
0
Common Stock
2018-10-09
4
A
0
132
0
A
10088
D
Common Stock
2018-10-09
4
D
0
10088
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 623 additional shares of restricted stock and 485 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. Hardesty
2018-10-11