0001041215-15-000008.txt : 20151102 0001041215-15-000008.hdr.sgml : 20151102 20151102134746 ACCESSION NUMBER: 0001041215-15-000008 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151030 FILED AS OF DATE: 20151102 DATE AS OF CHANGE: 20151102 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Con-way Inc. CENTRAL INDEX KEY: 0000023675 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 941444798 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2211 OLD EARHART ROAD, SUITE 100 CITY: ANN ARBOR STATE: MI ZIP: 48105 BUSINESS PHONE: 7347571444 MAIL ADDRESS: STREET 1: 1717 NW 21ST AVE CITY: PORTLAND STATE: OR ZIP: 97209 FORMER COMPANY: FORMER CONFORMED NAME: CNF INC DATE OF NAME CHANGE: 20010510 FORMER COMPANY: FORMER CONFORMED NAME: CNF TRANSPORTATION INC DATE OF NAME CHANGE: 19970509 FORMER COMPANY: FORMER CONFORMED NAME: CONSOLIDATED FREIGHTWAYS INC DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LUNDBERG LESLIE P CENTRAL INDEX KEY: 0001041215 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05046 FILM NUMBER: 151190135 MAIL ADDRESS: STREET 1: CON-WAY INC. STREET 2: 2211 OLD EARHART ROAD CITY: ANN ARBOR STATE: MI ZIP: 48105 4 1 f4forllu.xml PRIMARY DOCUMENT X0306 4 2015-10-30 1 0000023675 Con-way Inc. CNW 0001041215 LUNDBERG LESLIE P 2211 OLD EARHART ROAD ANN ARBOR MI 48105 0 1 0 0 SVP Human Resources Common Stock 2015-10-30 4 U 0 19837. 47.60 D 19155. D Common Stock 2015-10-30 4 D 0 7068. D 12087. D Common Stock 2015-10-30 4 D 0 12087. D 0 D Common Stock 2015-10-30 4 A 0 7068. A 7068. D Common Stock 2015-10-30 4 D 0 7068. D 0 D Common Stock 2015-10-30 4 A 0 12087. A 12087. D Common Stock 2015-10-30 4 D 0 12087. D 0 D Common Stock 2015-10-30 4 U 0 360.7982 47.60 D 0 I 401(k) Stock Option (Right to Buy) 44.09 2015-10-30 4 D 0 1562. D 2018-01-28 Common Stock 1562. 0 D Stock Option (Right to Buy) 46.65 2015-10-30 4 D 0 7000. D 2017-01-29 Common Stock 7000. 0 D NQ - Stock Option (Right to Buy) 51.40 2015-10-30 4 D 0 8000. D 2016-01-31 Common Stock 8000. 0 D These Restricted Stock Units ("RSUs"), which were scheduled to vest on or prior to February 29, 2016, were fully vested and cancelled pursuant to the Agreement and Plan of Merger, dated September 9, 2015, among the issuer, XPO Logistics, Inc. ("XPO") and Canada Merger Corp. (the "Merger Agreement"), in exchange for a cash amount equal to the per share merger consideration of $47.60 (the "Per Share Merger Consideration") multiplied by number of shares of the issuers common stock ("Shares") subject to such RSU. These RSUs, which were scheduled to vest after February 29, 2016, were cancelled and converted into an RSU award with the same terms and conditions as were applicable under such original RSUs as of immediately prior to October 30, 2015 (the "Effective Time"). The converted RSU relates to the number of shares of common stock of XPO ("XPO Shares") equal to the product of (i) the number of Shares subject to such original RSUs immediately prior to the Effective Time multiplied by (ii) the Equity Award Conversion Amount (as defined below), with any fractional shares rounded to the nearest whole number of shares.The "Equity Award Comversion Amount" means the quotient obtained by dividing (x) the Per Share Merger Consideration by (y) the volume weighted average trading price of XPO Shares on the New York Stock Exchange as reported by The Wall Street Journal for the five consecutive trading days ending on the trading day immediately preceeding the Effective Time. These Performance Share Plan Units ("PSPUs"), which were scheduled to vest on or prior to February 29, 2016, were fully vested (with the performance-based vesting conditions deemed satisfied at target) and cancelled in exchange for a cash amount equal to the Per Share Merger Consideration multiplied by number of Shares subject to such PSPU. These PSPUs, which were scheduled to vest after February 29, 2016, were cancelled and converted into an award of PSPUs with the same terms and conditions as were applicable under such original PSPU as of immediately prior to the Effective Time (including vesting and settlement terms and conditions, provided that the performance-based vesting terms relating to such PSPUs will be deemed satisfied at target as of the Effective Time). The converted PSPU award relates to the number of shares of common stock of XPO Shares equal to the product of (i) the number of Shares subject to such original PSPU immediately prior to the Effective Time multiplied by (ii) the Equity Award Conversion Amount, with any fractional shares rounded to the nearest whole number of shares. Each option, whether vested or unvested, was converted pursuant to the Merger Agreement into an option to purchase XPO Shares on the same terms and conditions as applicable to this option, with the number of XPO Shares subject to such converted right being equal to the product (rounded up to the nearest whole number of shares) of (i) the total number of Shares underlying the option as of immediately prior to the Effective Time multiplied by (ii) the Equity Award Conversion Amount. The exercise price applicable to such converted right is equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (x) the exercise price per share applicable to such option immediately prior to the Effective Time by (y) the Equity Award Conversion Amount. Leslie P. Lundberg 2015-11-02