Schiffer Vivienne 4
4 · Great Lakes Dredge & Dock CORP · Filed Apr 1, 2026
Research Summary
AI-generated summary of this filing
Great Lakes Dredge (GLDD) SVP Vivienne Schiffer Sells 144,817 Shares
What Happened
Vivienne Schiffer, SVP, Chief Legal Officer, Chief Compliance Officer & Corporate Secretary of Great Lakes Dredge & Dock Corporation (GLDD), had two related transactions on April 1, 2026 tied to the company’s merger. Per the Merger Agreement, 144,817 shares of GLDD common stock were converted/cancelled in connection with the change of control and converted into cash at $17.00 per share (total ~ $2,461,889). Separately, 28,945 performance-based RSUs fully vested at the Effective Time and were treated in connection with the merger (value ~ $492,065).
Key Details
- Transaction date: 2026-04-01 (Effective Time of the Merger Agreement).
- Price/consideration: $17.00 per share (merger consideration).
- Quantities and cash values: 144,817 shares converted to cash → $2,461,889; 28,945 vested RSUs → $492,065 (based on $17.00/share).
- Transaction codes on Form 4: A = award/grant (vesting of performance RSUs); U = disposition in connection with a change in control (merger conversion).
- Post-transaction holdings: Common stock was cancelled and converted into cash at the Effective Time per the Merger Agreement. The filing notes 71,357 RSUs in total: 52,855 RSUs were canceled and converted to cash, and 18,502 RSUs were replaced by a cash-based award subject to the same time-based vesting conditions (i.e., certain RSUs remain as a cash-settled award).
- Filing timeliness: Form 4 filed 2026-04-01 (same day as Effective Time); no late filing indicated.
- Relevant footnotes: F1 — performance RSUs fully vested at the Effective Time; F2 — summary of the Merger Agreement and $17.00 cash consideration; F3 — treatment of RSUs (cancellation, cash conversion, and replacement with cash-based award for 18,502 RSUs).
Context
This was not an open-market sale but a merger-related conversion: GLDD common shares were cancelled and holders received $17.00 per share in cash. The vested RSUs and the canceled shares were settled under the merger terms — routine in acquisitions and not a typical insider-initiated sale that signals personal trading intent.
Insider Transaction Report
- Award
Common Stock
[F1]2026-04-01+28,945→ 144,817 total - Disposition from Tender
Common Stock
[F2][F3]2026-04-01−144,817→ 0 total
Footnotes (3)
- [F1]Pursuant to the Merger Agreement (as defined in footnote 2 below), at the Effective Time (as defined in footnote 2 below), these performance-based restricted stock units fully vested, with the number earned or deemed earned as set forth in the Merger Agreement.
- [F2]Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated February 10, 2026, by and among Saltchuk Resources, Inc. ("Parent"), Huron MergeCo, Inc. ("Merger Sub"), and Great Lakes Dredge & Dock Corporation ("Issuer") on April 1, 2026 (the "Effective Time"), Merger Sub merged with and into Issuer, with Issuer surviving as a wholly owned subsidiary of Parent upon consummation of the transactions contemplated by the Merger Agreement. At the Effective Time, each outstanding share of common stock of the Issuer ("Common Stock") was cancelled and converted into the right to receive $17.00 in cash (the "Merger Consideration"), without interest and subject to any required tax withholdings.
- [F3]Includes 71,357 restricted stock units ("RSUs"). At the Effective Time, 52,855 outstanding RSUs were canceled and converted into the right to receive an amount in cash equal to the product of the aggregate number of shares of Common Stock underlying such RSUs immediately prior to the Effective Time, multiplied by the Merger Consideration, and 18,502 RSUs were replaced by a cash-based award of equivalent value (based on the Offer Price (as defined in the Merger Agreement)) that is subject to the same time-based vesting conditions as applied to the unvested portion of such award prior to the Effective Time.