0001311702-15-000013.txt : 20151102 0001311702-15-000013.hdr.sgml : 20151102 20151102135326 ACCESSION NUMBER: 0001311702-15-000013 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: Stotlar Douglas CENTRAL INDEX KEY: 0001311702 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05046 FILM NUMBER: 151190149 MAIL ADDRESS: STREET 1: CON-WAY INC. STREET 2: 2211 OLD EARHART ROAD, SUITE 100 CITY: ANN ARBOR STATE: MI ZIP: 48105 4 1 f4fordst.xml PRIMARY DOCUMENT X0306 4 2015-10-30 1 0000023675 Con-way Inc. CNW 0001311702 Stotlar Douglas 2211 OLD EARHART ROAD, SUITE 100 ANN ARBOR MI 48105 0 1 0 0 President & CEO Common Stock 2015-10-30 4 U 0 186691. 47.60 D 94248. D Common Stock 2015-10-30 4 D 0 35492. 47.60 D 58756. D Common Stock 2015-10-30 4 D 0 31674. 47.60 D 27082. D Common Stock 2015-10-30 4 D 0 27082. 47.60 D 0 D Common Stock 2015-10-30 4 A 0 35492. A 35492. D Common Stock 2015-10-30 4 D 0 35492. D 0 D Common Stock 2015-10-30 4 A 0 31674. A 31674. D Common Stock 2015-10-30 4 D 0 31674. D 0 D Common Stock 2015-10-30 4 A 0 40623. A 40623. D Common Stock 2015-10-30 4 D 0 40623. D 0 D Common Stock 2015-10-30 4 U 0 15716.4278 47.60 D 0 I 401(k) CSAR - Stock Appreciation Right 28.92 2015-10-30 4 D 0 46986. D 2020-02-09 Common Stock 46986. 0 D Stock Option (Right to Buy) 55.20 2015-10-30 4 D 0 55000. D 2016-01-22 Common Stock 55000. 0 D Stock Option (Right to Buy) 44.09 2015-10-30 4 D 0 44433. D 2018-01-28 Common Stock 44433. 0 D Stock Option (Right to Buy) 46.65 2015-10-30 4 D 0 57500. D 2017-01-29 Common Stock 57500. 0 D Phantom Stock 2015-10-30 4 D 0 14835.063 0 D Common Stock 14835.063 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. 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 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. 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. Pursuant to the terms of the Merger Agreement, each Phantom Stock Unit will be deemed to be an obligation relating to XPO Shares, with the same terms and conditions as were applicable under such original Phantom Stock Unit immediately prior to the Effective Time (including vesting and settlement terms and conditions), and relating to the number of XPO Shares equal to the product of (i) the number of Shares in respect of a Phantom Stock Unit 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. By: Uzma Ahmad For: Douglas W. Stotlar 2015-11-02