4//SEC Filing
HELLMANN JOHN C 4
Accession 0001209191-19-062156
CIK 0001012620other
Filed
Dec 29, 7:00 PM ET
Accepted
Dec 30, 4:59 PM ET
Size
34.9 KB
Accession
0001209191-19-062156
Insider Transaction Report
Form 4
HELLMANN JOHN C
DirectorChief Exec.Officer & President
Transactions
- Disposition to Issuer
Stock Option (Right to Buy)
2019-12-30$54.88/sh−89,280$4,899,686→ 0 totalExercise: $57.12Exp: 2021-02-25→ Class A Common Stock, $0.01 par value (89,280 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2019-12-30$37.86/sh−82,167$3,110,843→ 0 totalExercise: $74.14Exp: 2022-02-27→ Class A Common Stock, $0.01 par value (82,167 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2019-12-30$42.47/sh−83,588$3,549,982→ 0 totalExercise: $69.53Exp: 2025-02-27→ Class A Common Stock, $0.01 par value (83,588 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2019-12-30$8.90/sh−17,858$158,936→ 0 totalExercise: $103.10Exp: 2020-02-26→ Class A Common Stock, $0.01 par value (17,858 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2019-12-30$43.62/sh−21,515$938,484→ 0 totalExercise: $68.38Exp: 2020-08-30→ Class A Common Stock, $0.01 par value (21,515 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2019-12-30$42.73/sh−22,982$982,021→ 0 totalExercise: $69.27Exp: 2020-11-29→ Class A Common Stock, $0.01 par value (22,982 underlying) - Disposition to Issuer
Class B Common Stock, $0.01 par value
2019-12-30$112.00/sh−1,872$209,664→ 0 total→ Class A Common Stock, $0.01 par value (1,872 underlying) - Gift
Class A Common Stock, $0.01 par value
2019-10-04−56,039→ 302,491 total - Disposition to Issuer
Stock Option (Right to Buy)
2019-12-30$29.66/sh−21,659$642,406→ 0 totalExercise: $82.34Exp: 2020-05-28→ Class A Common Stock, $0.01 par value (21,659 underlying) - Disposition to Issuer
Class A Common Stock, $0.01 par value
2019-12-30$112.00/sh−55,555$6,222,160→ 0 total(indirect: By Trust) - Award
Class A Common Stock, $0.01 par value
2019-12-30+46,386→ 46,386 total - Gift
Class A Common Stock, $0.01 par value
2019-09-19−64,474→ 358,530 total - Disposition to Issuer
Class A Common Stock, $0.01 par value
2019-12-30$112.00/sh−302,491$33,878,992→ 0 total - Disposition to Issuer
Class A Common Stock, $0.01 par value
2019-12-30$112.00/sh−46,386$5,195,232→ 0 total
Footnotes (9)
- [F1]On December 30, 2019, pursuant to an Agreement and Plan of Merger, dated as of July 1, 2019 (the "Merger Agreement"), among Genesee & Wyoming Inc. ("G&W"), DJP XX, LLC ("Parent"), and MKM XXII Corp. ("Merger Sub"), Merger Sub was merged with and into G&W (the "Merger") with G&W surviving the Merger as a wholly-owned subsidiary of Parent. Pursuant to the Merger Agreement, upon completion of the Merger, each share of G&W common stock (other than certain excluded shares) was converted into the right to receive $112.00 in cash (the "Merger Consideration") and time-based vesting conditions of each (i) unvested deferred stock unit, restricted stock unit, phantom stock unit, restricted share or similar stock right ("Stock Units") and (ii) previously earned performance-based restricted stock units ("PSUs") were deemed satisfied and accelerated in full and each Stock Unit and earned PSU was cancelled and entitled the holder to receive the Merger Consideration.
- [F2]Included in the table above are a total of 104,355 Stock Units and earned PSUs which were accelerated in connection with the Merger.
- [F3]Held by a trust of which Mr. Hellmann is investment trustee for the benefit of family members of Mr. Hellmann.
- [F4]The reporting person was previously granted PSUs which provided for delivery of shares of common stock upon the achievement of specified performance criteria. Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, outstanding PSUs were deemed immediately vested, PSUs with respect to a performance period beginning January 1, 2019 and ending December 31, 2021 were deemed earned based on target-level performance and all other PSUs were deemed earned based on the actual performance achieved. Each earned PSU was cancelled and entitled the holder to receive an amount in cash equal to the number of shares subject to the earned PSU multiplied by the Merger Consideration.
- [F5]These options which provided for vesting in three equal annual installments, beginning February 27, 2016, were cancelled in the Merger in exchange for a right to receive an amount in cash equal to the number of shares subject to the option multiplied by the excess, if any, of $112.00 over the exercise price per share of the option.
- [F6]This option which provided for vesting in three equal annual installments, beginning February 28, 2017, was cancelled in the Merger in exchange for a right to receive an amount in cash equal to the number of shares subject to the option multiplied by the excess, if any, of $112.00 over the exercise price per share of the option.
- [F7]This option which provided for vesting in three equal annual installments, beginning February 28, 2018, became vested immediately prior to the effective time of the Merger and was cancelled in the Merger in exchange for a right to receive an amount in cash equal to the number of shares subject to the option multiplied by the excess, if any, of the Merger Consideration over the exercise price per share of the option.
- [F8]This option which provided for vesting in three equal annual installments, beginning February 28, 2019, became vested immediately prior to the effective time of the Merger and was cancelled in the Merger in exchange for a right to receive an amount in cash equal to the number of shares subject to the option multiplied by the excess, if any, of the Merger Consideration over the exercise price per share of the option.
- [F9]This Class B Common Stock is not registered pursuant to Section 12 of the Act. However, each share of Class B Common Stock was freely convertible into one share of Class A Common Stock.
Documents
Issuer
GENESEE & WYOMING INC
CIK 0001012620
Entity typeother
Related Parties
1- filerCIK 0001241524
Filing Metadata
- Form type
- 4
- Filed
- Dec 29, 7:00 PM ET
- Accepted
- Dec 30, 4:59 PM ET
- Size
- 34.9 KB