0000899243-15-003545.txt : 20150819 0000899243-15-003545.hdr.sgml : 20150819 20150819124202 ACCESSION NUMBER: 0000899243-15-003545 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150818 FILED AS OF DATE: 20150819 DATE AS OF CHANGE: 20150819 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: QUALITY DISTRIBUTION INC CENTRAL INDEX KEY: 0000922863 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 593239073 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4041 PARK OAKS BOULEVARD STREET 2: SUITE 200 CITY: TAMPA STATE: FL ZIP: 33610 BUSINESS PHONE: 8136305826 MAIL ADDRESS: STREET 1: 4041 PARK OAKS BOULEVARD STREET 2: SUITE 200 CITY: TAMPA STATE: FL ZIP: 33610 FORMER COMPANY: FORMER CONFORMED NAME: MTL INC DATE OF NAME CHANGE: 19940509 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ernst Melissa M CENTRAL INDEX KEY: 0001616340 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24180 FILM NUMBER: 151063379 MAIL ADDRESS: STREET 1: 4041 PARK OAKS BOULEVARD STREET 2: SUITE 200 CITY: TAMPA STATE: FL ZIP: 33610 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-08-18 1 0000922863 QUALITY DISTRIBUTION INC QLTY 0001616340 Ernst Melissa M 4041 PARK OAKS BOULEVARD, SUITE 200 TAMPA FL 33610 0 1 0 0 Sr. VP - HR and Driver Serv. Common Stock 2015-08-18 4 D 0 29416 16.00 D 0 D Non-Qualified Stock Option (Right to Buy) 7.94 2015-08-18 4 D 0 15000 7.94 D 2016-01-03 Common Stock 15000 0 D Non-Qualified Stock Option (Right to Buy) 4.50 2015-08-18 4 D 0 1334 4.50 D 2018-01-02 Common Stock 1334 0 D Non-Qualified Stock Option (Right to Buy) 2.47 2015-08-18 4 D 0 7500 2.47 D 2019-01-29 Common Stock 7500 0 D Non-Qualified Stock Option (Right to Buy) 1.25 2015-08-18 4 D 0 5720 1.25 D 2019-03-11 Common Stock 5720 0 D Non-Qualified Stock Option (Right to Buy) 3.82 2015-08-18 4 D 0 5625 3.82 D 2019-11-04 Common Stock 5625 0 D Non-Qualified Stock Option (Right to Buy) 9.66 2015-08-18 4 D 0 10000 9.66 D 2021-01-21 Common Stock 10000 0 D Non-Qualified Stock Option (Right to Buy) 12.82 2015-08-18 4 D 0 3150 12.82 D 2022-02-13 Common Stock 3150 0 D Non-Qualified Stock Option (Right to Buy) 6.48 2015-08-18 4 D 0 7000 6.48 D 2023-01-02 Common Stock 7000 0 D Performance Restricted Stock Units 0.00 2015-08-18 4 D 0 36800 0.00 D 2016-12-31 Common Stock 36800 0 D Performance Restricted Stock Units 0.00 2015-08-18 4 D 0 1225 0.00 D 2017-12-31 Common Stock 1225 0 D On August 18, 2015, Gruden Acquisition, Inc. ("Parent") acquired the issuer pursuant to the Agreement and Plan of Merger by and among issuer, Parent and Gruden Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), dated as of May 6, 2015 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the issuer (the "Merger"), with the issuer surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger, each outstanding share of the issuer's common stock (including the shares of common stock relating to previously unvested restricted stock and restricted stock unit awards) was cancelled and converted into the right to receive $16.00 in cash (the "per share merger consideration"). The Merger is more fully described in the issuer's Proxy Statement filed with the SEC on July 16, 2015. This amount includes (i) 9,562 shares of common stock held directly by Ms. Ernst and (ii) 19,854 shares of common stock relating to unvested restricted stock and unvested restricted stock unit awards that vested automatically upon the Merger. 9,033 of the shares of common stock held directly by Ms. Ernst will be contributed in exchange for equity in the post-closing entity with the same value as if the shares of common stock had been cancelled and converted into the right to receive the per share merger consideration. The stock options vest in three equal annual installments on each anniversary of the date of grant. The Merger Agreement provided that each outstanding stock option, whether vested or unvested, be cancelled at the effective time of the Merger in exchange for the right to receive a cash payment equal to the product of (i) the total number of shares of common stock subject to the stock option as of the effective time of the Merger and (ii) the amount by which the per share merger consideration exceeds the per share exercise price of the common stock underlying the stock option. The stock options vest ratably over four years on each anniversary of the date of grant. The Merger Agreement provided that each outstanding stock option, whether vested or unvested, be cancelled at the effective time of the Merger in exchange for the right to receive a cash payment equal to the product of (i) the total number of shares of common stock subject to the stock option as of the effective time of the Merger and (ii) the amount by which the per share merger consideration exceeds the per share exercise price of the common stock underlying the stock option. These performance-based restricted stock units were scheduled to vest on December 31, 2016, subject to continued service and the achievement of certain performance goals. In accordance with the terms of the Merger Agreement, the performance-based restricted stock units were cancelled at the effective time of the Merger in exchange for the right to receive a cash amount equal to the per share merger consideration multiplied by the total number of shares of common stock subject to such performance stock award assuming vesting at the maximum level. These performance-based restricted stock units were scheduled to vest on December 31, 2017, subject to continued service and the achievement of certain performance goals. In accordance with the terms of the Merger Agreement, the performance-based restricted stock units were cancelled at the effective time of the Merger in exchange for the right to receive a cash amount equal to the per share merger consideration multiplied by 25% of the total number of shares of common stock subject to such performance stock award assuming vesting at the target level. /s/ John T. Wilson 2015-08-19