Statement of Changes in Beneficial Ownership (4)

Date : 12/06/2018 @ 11:21AM
Source : Edgar (US Regulatory)
Stock : American Railcar Industries, Inc. (delisted) (ARII)
Quote : 69.97  0.0 (0.00%) @ 12:00AM

Statement of Changes in Beneficial Ownership (4)

FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Williams Luke M
2. Issuer Name and Ticker or Trading Symbol

American Railcar Industries, Inc. [ ARII ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
SVP, CFO and Treasurer
(Last)          (First)          (Middle)

C/O AMERICAN RAILCAR INDUSTRIES, INC., 100 CLARK STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

12/5/2018
(Street)

ST. CHARLES, MO 63301
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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, $0.01 par value per share   12/5/2018     D (1)    51   D $70   (1) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Stock Appreciation Right   $29.31   12/5/2018     D   (1)       1700      (2) 2/24/2019   Common Stock   1700     (2) 0   D    
Stock Appreciation Right   $48.13   12/5/2018     D   (1)       3171      (2) 2/26/2021   Common Stock   3171     (2) 0   D    
Stock Appreciation Right   $50.27   12/5/2018     D   (1)       5761      (2) 3/9/2022   Common Stock   5761     (2) 0   D    
Stock Appreciation Right   $44.83   12/5/2018     D   (1)       8484      (3) 3/22/2023   Common Stock   8484     (3) 0   D    
Stock Appreciation Right   $40.93   12/5/2018     D   (1)       12446      (4) 3/7/2024   Common Stock   12446     (4) 0   D    
Stock Appreciation Right   $38.28   12/5/2018     D   (1)       15106      (5) 3/16/2025   Common Stock   15106     (5) 0   D    

Explanation of Responses:
(1)  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. Pursuant to the terms of the Merger Agreement, all of the outstanding shares of common stock of ARI, including those held by Mr. Williams, were converted into the right to receive the merger consideration of $70.00 per share. The stock appreciation rights held by Mr. Williams were also disposed of pursuant to the terms of the Merger Agreement.
(2)  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.
(3)  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.
(4)  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.
(5)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Williams Luke M
C/O AMERICAN RAILCAR INDUSTRIES, INC.
100 CLARK STREET
ST. CHARLES, MO 63301


SVP, CFO and Treasurer

Signatures
/s/ Luke M. Williams 12/6/2018
** 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 control number.

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