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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
RYDER SYSTEM INC [ R ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/12/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 02/12/2015 | M | 2,184 | A | $0.00 | 18,578 | D | |||
Common Stock | 02/12/2015 | F(1) | 99 | D | $93.51 | 18,479 | D | |||
Common Stock | 02/13/2015 | M | 6,825 | A | $53.63 | 25,304 | D | |||
Common Stock | 02/13/2015 | S | 6,825 | D | $93.5552(2)(3) | 18,479 | D | |||
Common Stock | 02/13/2015 | S | 2,000 | D | $93.6863(3)(4) | 16,479 | D | |||
Common Stock | 2,469 | I | By Ryder Employee Savings Plan | |||||||
Common Stock | 502 | I | By Ryder Deferred Compensation Plan |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Performance-Based Restricted Stock Rights | $0.00 | 02/12/2015 | M | 4,175(5) | (6) | (6) | Common Stock | 0 | $0.00 | 0 | D | ||||
Stock Option (right to buy) | $93.51 | 02/12/2015 | A | 19,500 | (7) | 02/11/2025 | Common Stock | 19,500 | $0.00 | 19,500 | D | ||||
Performance-Based Restricted Stock Rights | $0.00 | 02/12/2015 | A | 3,850(8)(9) | (10) | (10) | Common Stock | 3,850 | $0.00 | 3,850 | D | ||||
Stock Option (right to buy) | $53.63 | 02/13/2015 | M | 6,825 | 02/11/2014 | 02/10/2019 | Common Stock | 6,825 | $0.00 | 6,825 | D |
Explanation of Responses: |
1. Represents shares of common stock withheld by the Company for the payment of taxes due upon the vesting of PBRSRs on February 12, 2015. |
2. This reflects the weighted average price at which the shares were sold. The sale prices ranged from $93.39 to $93.84. |
3. The Reporting Person will provide, upon request by the Commisssion staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
4. This reflects the weighted average price at which the shares were sold. The sale prices ranged from $93.68 to $93.69. |
5. The PBRSRs for the first performance period (1,391) were not earned and were therefore cancelled. For the second and third performance periods, 655 shares and 1,529 shares were earned, respectively. |
6. The performance cycle for the performance-based restricted stock rights (PBRSRs) was segmented into three performance periods. The performance cycle ended on December 31, 2014. The PBRSRs earned for each performance period vested upon Board approval on February 12, 2015. |
7. The stock options vest in three equal installments on February 12, 2016, February 12, 2017 and February 12, 2018. |
8. The PBRSRs represent a contingent right to receive that number of shares of Ryder common stock equal to a maximum of 125% of the number of PBRSRs granted based on the Company achieving certain threshold, target or maximum performance goals. |
9. This amount represents the number of shares that will be earned assuming target performance levels. |
10. The performance cycle for one half of the performance-based restricted stock rights (PBRSRs) is segmented into three performance periods of one, two and three years. The performance period for the other half is segmented into three equal one-year performance periods. The performance cycle ends on December 31, 2017. PBRSRs that do not vest will be cancelled. |
Remarks: |
/s/ Flora R. Perez by power of attorney | 02/17/2015 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |