FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TRINITY INDUSTRIES INC [ NYSE/TRN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/06/2005 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 600,000 | I | See Footnote(1) | |||||||
Common Stock | 500,000 | I | See Footnote(1) | |||||||
Common Stock | 150 | D | ||||||||
Common Stock | 12/06/2005 | M | 5,000 | A | $21.45 | 5,150 | D | |||
Common Stock | 12/06/2005 | M | 5,000 | A | $17 | 10,150 | D | |||
Common Stock | 12/06/2005 | M | 2,500 | A | $28.41 | 12,650 | D | |||
Common Stock | 12/06/2005 | M | 2,500 | A | $26.91 | 15,150 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (right to buy) | $21.45 | 12/06/2005 | M | 5,000 | 05/13/2002 | 05/13/2012 | Common Stock | 5,000 | $0 | 0 | D | ||||
Stock Option (right to buy) | $17 | 12/06/2005 | M | 5,000 | 05/29/2003 | 05/29/2013 | Common Stock | 5,000 | $0 | 0 | D | ||||
Stock Option (right to buy) | $28.41 | 12/06/2005 | M | 2,500 | 05/10/2004 | 05/10/2014 | Common Stock | 2,500 | $0 | 0 | D | ||||
Stock Option (right to buy) | $26.91 | 12/06/2005 | M | 2,500 | 05/09/2005 | 05/09/2015 | Common Stock | 2,500 | $0 | 0 | D |
Explanation of Responses: |
1. Thrall Investment Company, L.L.C. ("TIC") is the record owner of 3,150,000 shares; Thrall Car Management Company, Inc. ("TCMC") is the record owner of 600,000 shares; and Thrall Investment Company II, L.L.C. ("TIC II") is the record owner of 500,000 shares. Mr. Duchossois is an operating board member and executive officer of TIC and TIC II, and a director and executive officer of TCMC, and has the ability to vote a majority of the voting interests in each of TIC, TIC II and TCMC. Mr. Duchossois disclaims beneficial ownership of all shares held by TIC, TIC II and TCMC, except with respect to the pecuniary interest in such shares attributed to him by virtue of his direct or indirect equity interest in TIC, TIC II and TCMC. |
Remarks: |
David L. Filkin, Attorney-in-Fact for Craig J. Duchossois | 12/07/2005 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |