0001104659-21-143132.txt : 20211123
0001104659-21-143132.hdr.sgml : 20211123
20211123182212
ACCESSION NUMBER: 0001104659-21-143132
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20211123
FILED AS OF DATE: 20211123
DATE AS OF CHANGE: 20211123
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: WAGGONER DOUGLAS R
CENTRAL INDEX KEY: 0001210758
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34470
FILM NUMBER: 211440392
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Echo Global Logistics, Inc.
CENTRAL INDEX KEY: 0001426945
STANDARD INDUSTRIAL CLASSIFICATION: ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO [4731]
IRS NUMBER: 205001120
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 600 WEST CHICAGO AVENUE
STREET 2: SUITE 725
CITY: CHICAGO
STATE: IL
ZIP: 60654
BUSINESS PHONE: 1-800-354-7993
MAIL ADDRESS:
STREET 1: 600 WEST CHICAGO AVENUE
STREET 2: SUITE 725
CITY: CHICAGO
STATE: IL
ZIP: 60654
4
1
tm2133751-8_4seq1.xml
OWNERSHIP DOCUMENT
X0306
4
2021-11-23
1
0001426945
Echo Global Logistics, Inc.
ECHO
0001210758
WAGGONER DOUGLAS R
C/O ECHO GLOBAL LOGISTICS, INC.
600 WEST CHICAGO AVENUE, SUITE 725
CHICAGO
IL
60654
1
1
0
0
Chief Executive Officer
Common Stock
2021-11-23
4
D
0
268887
48.25
D
0
D
Restricted Stock Unit
2021-11-23
4
D
0
42782
D
Common Stock
42782
0
D
Restricted Stock Unit
2021-11-23
4
D
0
45865
D
Common Stock
45865
0
D
In connection with the consummation of the Merger, at the Effective Time, each issued and outstanding share of common stock, par value $0.0001 of the Company (the "Common Stock") that was held by the Company's stockholders, including the reporting person, was converted into the right to receive $48.25 in cash per Common Stock (the "Offer Price").
In connection with the consummation of the Merger, at the Effective Time, each restricted stock unit to acquire shares of Common Stock ("Restricted Stock Unit") that was outstanding as of immediately prior to the Effective Time, whether vested or unvested, was automatically cancelled and converted into the right to receive (without interest) an amount in cash equal to the Offer Price, less applicable taxes required to be withheld with respect to such payment, as provided in the Merger Agreement.
As of November 23, 2021, this included 42,782 Restricted Stock Units that are scheduled to vest in two equal installments on February 19, 2022 and February 19, 2023.
As of November 23, 2021, this included 45,865 Restricted Stock Units that are scheduled to vest in three equal installments on January 25, 2022, January 25, 2023 and January 25, 2024.
This Form 4 reports securities disposed of under the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 9, 2021, by and among Einstein MidCo, LLC, a Delaware limited liability company ("Parent"), Einstein Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub") and Echo Global Logistics, Inc. (the "Company"). Pursuant to the Merger Agreement, on November 23, 2021 (the "Effective Time"), Merger Sub merged with and into the Company, with the Company becoming a wholly owned subsidiary of Parent (the "Merger"). A copy of the Merger Agreement is included as Exhibit 2.1 to the Company's Form 8-K filed with the SEC on September 10, 2021.
/s/ David B. Menzel, by Power of Attorney
2021-11-23