Statement of Changes in Beneficial Ownership (4)
June 20 2018 - 8:47AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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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
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1. Name and Address of Reporting Person
*
HANDLEY TERRY W
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2. Issuer Name
and
Ticker or Trading Symbol
CASEYS GENERAL STORES INC
[
CASY
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President and CEO
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(Last)
(First)
(Middle)
ONE SE CONVENIENCE BLVD.
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/18/2018
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(Street)
ANKENY, IA 50021
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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6/18/2018
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M
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1342
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A
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$44.39
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33287
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D
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Common Stock
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6/18/2018
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S
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1342
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D
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$100.12
(1)
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31945
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D
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Common Stock
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11870
(2)
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I
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Voting and tender rights under 401k plan
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Option - right to buy
(3)
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$44.39
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6/18/2018
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M
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1342
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6/23/2014
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6/23/2021
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Common Stock
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1342.0
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$0
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16106
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D
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Restricted stock units
(4)
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(5)
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(4)
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(4)
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Common Stock
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6000.0
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6000
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D
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Restricted stock units
(6)
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(5)
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(6)
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(6)
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Common Stock
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3250.0
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3250
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D
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Restricted stock units
(7)
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(5)
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(7)
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(7)
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Common Stock
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3308.0
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3308
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D
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Restricted stock units
(8)
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(5)
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(8)
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(8)
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Common Stock
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3590.0
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3590
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D
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Explanation of Responses:
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(1)
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The price reported is a weighted average price provided by the broker. These shares were sold in multiple transactions at prices ranging from $100.07 to $100.16. Mr. Handley undertakes to provide to Casey's General Store, Inc., any security holder thereof, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
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(2)
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Allocated to Mr. Handley's 401k account as of April 30, 2018. Does not include any shares allocated by the plan trustee after that date.
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(3)
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Pursuant to terms and conditions of 2009 Stock Incentive Plan.
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(4)
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Pursuant to a Restricted Stock Units Agreement dated as of April 12, 2016, executed in conjunction with Mr. Handley's employment agreement of the same date. These units vest over a 5-year period, commencing on May 1, 2017 and thereafter on each May 1 of the following 4 years, at the rate of 2,000 units (20% of the total units awarded) per year.
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(5)
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Each restricted stock unit represents the right to receive, following vesting, one share of Common Stock.
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(6)
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Pursuant to terms and conditions of 2009 Stock Incentive Plan. This award will vest in full on June 2, 2019.
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(7)
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Pursuant to terms and conditions of 2009 Stock Incentive Plan. This award will vest in full on June 15, 2020. Not included in the reported award amount is a target amount of performance-based restricted stock units that will vest on June 15, 2020, but which are subject to the satisfaction of certain performance criteria other than solely the price of Casey's Common Stock; the final amount of shares earned, if any, will be reported upon vest and satisfaction of those performance measures.
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(8)
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Pursuant to terms and conditions of 2009 Stock Incentive Plan. This award will vest in full on June 15, 2021. Not included in the reported award amount is a target amount of performance-based restricted stock units that will vest on June 15, 2021, but which are subject to the satisfaction of certain performance criteria other than solely the price of Casey's Common Stock; the final amount of shares earned, if any, will be reported upon vest and satisfaction of those performance measures.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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HANDLEY TERRY W
ONE SE CONVENIENCE BLVD.
ANKENY, IA 50021
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X
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President and CEO
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Signatures
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Scott Faber, under Power of Attorney dated March 3, 2017
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6/20/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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