Home/Filings/4/0001140361-18-044604
4//SEC Filing

Fundler Yevgeny 4

Accession 0001140361-18-044604

CIK 0001344596other

Filed

Dec 5, 7:00 PM ET

Accepted

Dec 6, 6:15 AM ET

Size

15.4 KB

Accession

0001140361-18-044604

Insider Transaction Report

Form 4
Period: 2018-12-05
Fundler Yevgeny
S VP, GC and Secretary
Transactions
  • Disposition to Issuer

    Stock Appreciation Right

    2018-12-052,7370 total
    Exercise: $70.23Exp: 2021-03-03Common Stock (2,737 underlying)
  • Disposition to Issuer

    Stock Appreciation Right

    2018-12-0513,5680 total
    Exercise: $44.83Exp: 2023-03-22Common Stock (13,568 underlying)
  • Disposition to Issuer

    Stock Appreciation Right

    2018-12-0517,8560 total
    Exercise: $38.28Exp: 2025-03-16Common Stock (17,856 underlying)
  • Disposition to Issuer

    Stock Appreciation Right

    2018-12-057,6820 total
    Exercise: $50.27Exp: 2022-03-09Common Stock (7,682 underlying)
  • Disposition to Issuer

    Stock Appreciation Right

    2018-12-0514,7120 total
    Exercise: $40.93Exp: 2024-03-07Common Stock (14,712 underlying)
Footnotes (6)
  • [F1]On December 5, 2018, the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 22, 2018, by and between American Railcar Industries, Inc. ("ARI") and STL Parent Corp. were completed. Pursuant to the Merger Agreement, Merger Sub was merged with and into ARI, with ARI continuing as the surviving corporation after the merger. At the effective time of the merger, all of the stock appreciation rights held by Mr. Fundler were disposed of pursuant to the terms of the Merger Agreement.
  • [F2]All of these stock appreciation rights were vested at the effective time of the merger and, pursuant to the terms of the Merger Agreement, were cancelled for no consideration or payment as the exercise price per share is greater than the per share merger consideration of $70.00 per share.
  • [F3]All of these stock appreciation rights were vested at the effective time of the merger and, pursuant to the terms of the Merger Agreement, were cancelled at the effective time in exchange for the right to receive a lump sum cash payment calculated in accordance with the terms of the Merger Agreement.
  • [F4]Two-thirds of these stock appreciation rights were vested at the effective time of the merger and, pursuant to the terms of the Merger Agreement, were cancelled at the effective time in exchange for the right to receive a lump sum cash payment calculated in accordance with the terms of the Merger Agreement. The unvested portion was cancelled for no consideration or payment.
  • [F5]One-third of these stock appreciation rights were vested at the effective time of the merger and, pursuant to the terms of the Merger Agreement, were cancelled at the effective time in exchange for the right to receive a lump sum cash payment calculated in accordance with the terms of the Merger Agreement. The unvested portion was cancelled for no consideration or payment.
  • [F6]All of these stock appreciation rights were unvested at the effective time of the merger and, pursuant to the terms of the Merger Agreement, were cancelled for no consideration or payment.

Issuer

American Railcar Industries, Inc.

CIK 0001344596

Entity typeother

Related Parties

1
  • filerCIK 0001606927

Filing Metadata

Form type
4
Filed
Dec 5, 7:00 PM ET
Accepted
Dec 6, 6:15 AM ET
Size
15.4 KB