0001140361-18-044604.txt : 20181206
0001140361-18-044604.hdr.sgml : 20181206
20181206061525
ACCESSION NUMBER: 0001140361-18-044604
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20181205
FILED AS OF DATE: 20181206
DATE AS OF CHANGE: 20181206
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Fundler Yevgeny
CENTRAL INDEX KEY: 0001606927
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-51728
FILM NUMBER: 181218728
MAIL ADDRESS:
STREET 1: 100 CLARK STREET
CITY: ST. CHARLES
STATE: MO
ZIP: 63301
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: American Railcar Industries, Inc.
CENTRAL INDEX KEY: 0001344596
STANDARD INDUSTRIAL CLASSIFICATION: RAILROAD EQUIPMENT [3743]
IRS NUMBER: 431481791
STATE OF INCORPORATION: ND
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 100 CLARK STREET
CITY: ST. CHARLES
STATE: MO
ZIP: 63301
BUSINESS PHONE: 636-940-6000
MAIL ADDRESS:
STREET 1: 100 CLARK STREET
CITY: ST. CHARLES
STATE: MO
ZIP: 63301
FORMER COMPANY:
FORMER CONFORMED NAME: American Railcar Industries, Inc./DE
DATE OF NAME CHANGE: 20051116
4
1
form4.xml
FORM 4
X0306
4
2018-12-05
true
0001344596
American Railcar Industries, Inc.
ARII
0001606927
Fundler Yevgeny
C/O AMERICAN RAILCAR INDUSTRIES, INC.
100 CLARK STREET
ST. CHARLES
MO
63301
true
SVP, GC and Secretary
Stock Appreciation Right
70.23
2018-12-05
4
D
0
2737
D
2021-03-03
Common Stock
2737
0
D
Stock Appreciation Right
50.27
2018-12-05
4
D
0
7682
D
2022-03-09
Common Stock
7682
0
D
Stock Appreciation Right
44.83
2018-12-05
4
D
0
13568
D
2023-03-22
Common Stock
13568
0
D
Stock Appreciation Right
40.93
2018-12-05
4
D
0
14712
D
2024-03-07
Common Stock
14712
0
D
Stock Appreciation Right
38.28
2018-12-05
4
D
0
17856
D
2025-03-16
Common Stock
17856
0
D
On December 5, 2018, the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 22, 2018, by and between American Railcar Industries, Inc. ("ARI") and STL Parent Corp. were completed. Pursuant to the Merger Agreement, Merger Sub was merged with and into ARI, with ARI continuing as the surviving corporation after the merger. At the effective time of the merger, all of the stock appreciation rights held by Mr. Fundler were disposed of pursuant to the terms of the Merger Agreement.
All of these stock appreciation rights were vested at the effective time of the merger and, pursuant to the terms of the Merger Agreement, were cancelled for no consideration or payment as the exercise price per share is greater than the per share merger consideration of $70.00 per share.
All of these stock appreciation rights were vested at the effective time of the merger and, pursuant to the terms of the Merger Agreement, were cancelled at the effective time in exchange for the right to receive a lump sum cash payment calculated in accordance with the terms of the Merger Agreement.
Two-thirds of these stock appreciation rights were vested at the effective time of the merger and, pursuant to the terms of the Merger Agreement, were cancelled at the effective time in exchange for the right to receive a lump sum cash payment calculated in accordance with the terms of the Merger Agreement. The unvested portion was cancelled for no consideration or payment.
One-third of these stock appreciation rights were vested at the effective time of the merger and, pursuant to the terms of the Merger Agreement, were cancelled at the effective time in exchange for the right to receive a lump sum cash payment calculated in accordance with the terms of the Merger Agreement. The unvested portion was cancelled for no consideration or payment.
All of these stock appreciation rights were unvested at the effective time of the merger and, pursuant to the terms of the Merger Agreement, were cancelled for no consideration or payment.
/s/ Yevgeny Fundler
2018-12-06