SEC Form 4
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*
Gold Jonathan C

(Last) (First) (Middle)
4041 PARK OAKS BOULEVARD, SUITE 200

(Street)
TAMPA FL 33610

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
QUALITY DISTRIBUTION INC [ QLTY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Sr.V.P. General Counsel & Sec
3. Date of Earliest Transaction (Month/Day/Year)
05/26/2011
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 05/26/2011 M 5,000 A $7.94 18,500 D
Common Stock 05/26/2011 M 2,376 A $4.5 20,876 D
Common Stock 05/26/2011 S 7,376 D $11.8063 13,500 D
Common Stock 05/27/2011 M 7,624 A $4.5 21,124 D
Common Stock 05/27/2011 M 10,000 A $2.47 31,124 D
Common Stock 05/27/2011 M 1,460 A $1.25 32,584 D
Common Stock 05/27/2011 M 6,250 A $3.82 38,834 D
Common Stock 05/27/2011 S 25,334 D $11.7176 (1) 13,500 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Employee Stock Option (right to buy) $7.94 05/26/2011 M 5,000 (2) 01/03/2016 Common Stock 5,000 $0 0 D
Employee Stock Option (right to buy) $4.5 05/26/2011 M 2,376 (3) 01/02/2018 Common Stock 2,376 $0 12,624 D
Employee Stock Option (right to buy) $4.5 05/27/2011 M 7,624 (3) 01/02/2018 Common Stock 7,624 $0 5,000 D
Employee Stock Option (right to buy) $2.47 05/27/2011 M 10,000 (4) 01/29/2019 Common Stock 10,000 $0 10,000 D
Employee Stock Option (right to buy) $1.25 05/27/2011 M 1,460 (5) 03/11/2019 Common Stock 1,460 $0 1,460 D
Employee Stock Option (right to buy) $3.82 05/27/2011 M 6,250 (6) 11/04/2019 Common Stock 6,250 $0 18,750 D
Explanation of Responses:
1. On May 27, 2011, Mr. Gold sold 25,334 shares of Common Stock at a weighted average price of $11.71755 per share, at prices ranging from $11.7132 to $11.72766 per share. Mr. Gold undertakes to provide to the staff of the Securities and Exchange Commission, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares purchased or sold at each separate price within the ranges described in this footnote.
2. The exercised options were part of a grant of 5,000 options awarded on January 3, 2006, of which one third of the options vested on each of the first three anniversaries of the grant date.
3. The exercised options were part of a grant of 15,000 options awarded on January 2, 2008, of which one third of the options vested or vest on each of the second, third and fourth anniversaries of the grant date.
4. The exercised options were part of a grant of 20,000 options awarded on January 29, 2009, of which one quarter of the options vested or vest on each of the first four anniversaries of the grant date.
5. The exercised options were part of a grant of 2,920 options awarded on March 11, 2009, of which one quarter of the options vested or vest on each of the first four anniversaries of the grant date.
6. The exercised options were part of a grant of 25,000 options awarded on November 4, 2009, of which one quarter of the options vested or vest on each of the first four anniversaries of the grant date.
/s/ Jonathan C. Gold 05/31/2011
** Signature of Reporting Person Date
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