0001135732-15-000010.txt : 20151102 0001135732-15-000010.hdr.sgml : 20151102 20151102133829 ACCESSION NUMBER: 0001135732-15-000010 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: BRUFFETT STEPHEN L CENTRAL INDEX KEY: 0001135732 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05046 FILM NUMBER: 151190110 MAIL ADDRESS: STREET 1: 2211 OLD EARHART ROAD STREET 2: SUITE 100 CITY: ANN ARBOR STATE: MI ZIP: 48105 4 1 f4forsbr.xml PRIMARY DOCUMENT X0306 4 2015-10-30 1 0000023675 Con-way Inc. CNW 0001135732 BRUFFETT STEPHEN L 2211 OLD EARHART ROAD ANN ARBOR MI 48105 0 1 0 0 EVP & CFO Common Stock 2015-10-30 4 U 0 56857.393 47.60 D 37056. D Common Stock 2015-10-30 4 D 0 14063. D 22993. D Common Stock 2015-10-30 4 D 0 22993. D 0 D Common Stock 2015-10-30 4 A 0 22993. A 22993. D Common Stock 2015-10-30 4 D 0 22993. D 0 D Common Stock 2015-10-30 4 A 0 14063. A 14063. D Common Stock 2015-10-30 4 D 0 14063. D 0 D Common Stock 2015-10-30 4 U 0 672.1997 47.60 D 0 I 401(k) CSAR - Stock Appreciation Right 28.92 2015-10-30 4 D 0 13479. D 2020-02-09 Common Stock 13479. 0 D Stock Option (Right to Buy) 31.89 2015-10-30 4 D 0 17813. D 2021-02-07 Common Stock 17813. 0 D ISO - Stock Option (Right to Buy) 50.38 2015-10-30 4 D 0 10000. D 2018-09-20 Common Stock 10000. 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. Because the reporting person has received notice from XPO that he will experience a severance-qualifying termination of employment upon the completion of the merger, the Merger Agreement and applicable letter agreement provides that these RSUs were cancelled and converted into a cash amount equal to the product (rounded to the nearest whole cent) of (i) the number of Shares subject to such RSUs and (ii) the Per Share Merger Consideration. Because the reporting person has received notice from XPO that he will experience a severance-qualifying termination of employment upon the completion of the merger, the Merger Agreement and applicable letter agreement provides that these PSPUs were cancelled and converted into a cash amount equal to the product (rounded to the nearest whole cent) of (i) the number of Shares subject to such PSPUs (determined assuming that performance-based vesting conditions applicable to the PSPUs are satisfied at target) and (ii) the Per Share Merger Consideration. 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. Each stock appreciation right, whether vested or unvested, was converted pursuant to the Merger Agreement into a stock appreciation right to purchase XPO Shares on the same terms and conditions as applicable to this stock appreciation right, 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 stock appreciation right 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 stock appreciation right immediately prior to the Effective Time by (y) the Equity Award Conversion Amount. 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. By: Uzma Ahmad For: Stephen L. Bruffett 2015-11-02