0001209191-18-056240.txt : 20181025 0001209191-18-056240.hdr.sgml : 20181025 20181025201515 ACCESSION NUMBER: 0001209191-18-056240 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181023 FILED AS OF DATE: 20181025 DATE AS OF CHANGE: 20181025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAKER MARTIN RAYMOND CENTRAL INDEX KEY: 0001224178 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13146 FILM NUMBER: 181140088 MAIL ADDRESS: STREET 1: ONE CENTERPOINTE DRIVE, SUITE 200 CITY: LAKE OSWEGO STATE: OR ZIP: 97035 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GREENBRIER COMPANIES INC CENTRAL INDEX KEY: 0000923120 STANDARD INDUSTRIAL CLASSIFICATION: RAILROAD EQUIPMENT [3743] IRS NUMBER: 930816972 STATE OF INCORPORATION: OR FISCAL YEAR END: 0831 BUSINESS ADDRESS: STREET 1: ONE CENTERPOINTE DR STREET 2: STE 200 CITY: LAKE OSWEGO STATE: OR ZIP: 97035 BUSINESS PHONE: 5036847000 MAIL ADDRESS: STREET 1: ONE CENTERPOINTE DR STREET 2: STE 200 CITY: LAKE OSWEGO STATE: OR ZIP: 97035 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-10-23 0 0000923120 GREENBRIER COMPANIES INC GBX 0001224178 BAKER MARTIN RAYMOND C/O THE GREENBRIER COMPANIES, INC. ONE CENTERPOINTE DRIVE, SUITE 200 LAKE OSWEGO OR 97035-8612 0 1 0 0 SVP, GC, & Compliance Officer Common stock - GBX 2018-10-23 4 M 0 10959 0.00 A 26922 D Common stock - GBX 2018-10-23 4 F 0 3756 58.31 D 23166 D Restricted Stock Units 2018-10-23 4 M 0 9500 0.00 D Common Stock 9500 28078 D Restricted Stock Units 2018-10-23 4 A 0 10300 0.00 A Common Stock 10300 38378 D On March 30, 2016, the Reporting Person was awarded 9,500 performance-based restricted stock units ("RSUs"), including 4,750 RSUs subject to vesting based on the Issuer's achievement of adjusted EBITDA performance objectives and 4,750 RSUs subject to vesting based on the Issuer's achievement of ROE performance objectives. The Issuer achieved performance between target(goal) and stretch levels against the adjusted EBITDA performance objective and between threshold and target(goal) levels against the ROE performance objectives, resulting in the Reporting Person being entitled to receive the number of shares of the Company's common stock equal to 163.1% and 67.6% of the adjusted EBITDA and ROE RSUs awarded to the Reporting Person, respectively. Accordingly, 10,959 shares of the Company's common stock were issued to the Reporting Person as of the determination date, October 23, 2018. Pursuant to the terms of the Restricted Stock Unit Award Agreement dated March 30, 2016, common shares otherwise issuable to the Reporting Person upon vesting of the award were surrendered to the Company to settle the statutory withholding tax obligation incurred upon vesting of the award. Each RSU represents a contingent right to receive one share of GBX common stock. Pursuant to the terms of the Restricted Stock Unit Award Agreement dated March 30, 2016, 9,500 RSUs vested on October 23, 2018. One-half of the RSUs vest in three equal annual installments beginning on October 23, 2019 and the remaining one-half vest based upon achievement of performance criteria. Vested shares will be delivered to the Reporting Person on the anniversary dates of the grant or upon a determination that the performance criteria have been met. /s/ Martin R. Baker By Feng C. Grove Attorney-in-fact 2018-10-25