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