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