0001228306-15-000008.txt : 20151102
0001228306-15-000008.hdr.sgml : 20151102
20151102134534
ACCESSION NUMBER: 0001228306-15-000008
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: KRULL STEPHEN K
CENTRAL INDEX KEY: 0001228306
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-05046
FILM NUMBER: 151190131
MAIL ADDRESS:
STREET 1: CON-WAY INC.
STREET 2: 2211 OLD EARHART ROAD, SUITE 100
CITY: ANN ARBOR
STATE: MI
ZIP: 48105
4
1
f4forskr.xml
PRIMARY DOCUMENT
X0306
4
2015-10-30
1
0000023675
Con-way Inc.
CNW
0001228306
KRULL STEPHEN K
2211 OLD EARHART ROAD
ANN ARBOR
MI
48105
0
1
0
0
EVP General Counsel&Secretary
Common Stock
2015-10-30
4
U
0
22012.375
47.60
D
28814.
D
Common Stock
2015-10-30
4
D
0
11012.
D
17802.
D
Common Stock
2015-10-30
4
A
0
17802.
A
35604.
D
Common Stock
2015-10-30
4
D
0
17802.
D
17802.
D
Common Stock
2015-10-30
4
A
0
11012.
A
28814.
D
Common Stock
2015-10-30
4
D
0
11012.
D
17802.
D
Common Stock
2015-10-30
4
D
0
17802.
D
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 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.
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.
By: Uzma Ahmad For: Stephen K. Krull
2015-11-02