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