0001330025-15-000006.txt : 20151102
0001330025-15-000006.hdr.sgml : 20151102
20151102133620
ACCESSION NUMBER: 0001330025-15-000006
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: Bianco Robert Leo Jr
CENTRAL INDEX KEY: 0001330025
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-05046
FILM NUMBER: 151190107
MAIL ADDRESS:
STREET 1: 2211 OLD EARHART ROAD
STREET 2: SUITE 100
CITY: ANN ARBOR
STATE: MI
ZIP: 48105
4
1
f4forrbi.xml
PRIMARY DOCUMENT
X0306
4
2015-10-30
1
0000023675
Con-way Inc.
CNW
0001330025
Bianco Robert Leo Jr
2211 OLD EARHART ROAD
ANN ARBOR
MI
48105
0
1
0
0
Executive Vice President
Common Stock
2015-10-30
4
U
0
37935.
47.60
D
32719.
D
Common Stock
2015-10-30
4
D
0
12798.
D
19921.
D
Common Stock
2015-10-30
4
D
0
19921.
D
0
D
Common Stock
2015-10-30
4
A
0
12798.
A
12798.
D
Common Stock
2015-10-30
4
D
0
12798.
D
0
D
Common Stock
2015-10-30
4
A
0
19921.
A
19921.
D
Common Stock
2015-10-30
4
D
0
19921.
D
0
D
Common Stock
2015-10-30
4
U
0
12814.1378
47.60
D
0
I
401(k)
Stock Option (Right to Buy)
55.20
2015-10-30
4
D
0
8700.
D
2016-01-22
Common Stock
8700.
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.
These RSUs, which were scheduled to vest after February 29, 2016, were cancelled and converted into an RSU award with the same terms and conditions as were applicable under such original RSUs as of immediately prior to October 30, 2015 (the "Effective Time"). The converted RSU relates to the number of shares of common stock of XPO ("XPO Shares") equal to the product of (i) the number of Shares subject to such original RSUs immediately prior to the Effective Time multiplied by (ii) the Equity Award Conversion Amount (as defined below), with any fractional shares rounded to the nearest whole number of shares.The "Equity Award Comversion Amount" means the quotient obtained by dividing (x) the Per Share Merger Consideration by (y) the volume weighted average trading price of XPO Shares on the New York Stock Exchange as reported by The Wall Street Journal for the five consecutive trading days ending on the trading day immediately preceeding the Effective Time.
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.
These PSPUs, which were scheduled to vest after February 29, 2016, were cancelled and converted into an award of PSPUs with the same terms and conditions as were applicable under such original PSPU as of immediately prior to the Effective Time (including vesting and settlement terms and conditions, provided that the performance-based vesting terms relating to such PSPUs will be deemed satisfied at target as of the Effective Time). The converted PSPU award relates to the number of shares of common stock of XPO Shares equal to the product of (i) the number of Shares subject to such original PSPU 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.
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: Robert L. Bianco
2015-11-02