Last 12 months
Inside the activity.
0 purchase rows · 17 sale rows
Disclosed non-derivative P/S rows, by transaction month. Includes amendments and private transactions.Monthly counts
| Month | Purchases | Sales |
|---|---|---|
| Nov 2025 | 0 | 1 |
| Dec 2025 | 0 | 2 |
| Jan 2026 | 0 | 0 |
| Feb 2026 | 0 | 9 |
| Mar 2026 | 0 | 0 |
| Apr 2026 | 0 | 0 |
| May 2026 | 0 | 0 |
| Jun 2026 | 0 | 0 |
| Jul 2026 | 0 | 2 |
| Aug 2026 | 0 | 3 |
| Sep 2026 | 0 | 0 |
| Oct 2026 | 0 | 0 |
Latest available
Insider transactions
Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”
The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.
| Transaction date | Owner / reported role | Activity / security | Shares / units | Reported price | Reported value | Details |
|---|---|---|---|---|---|---|
| January 31, 2018 Filed Apr 11, 2018 22:14 UTC Amendment |
Updike James E. Jr.EVP Sales & Mkt, Knight Trans.
|
Exercise / conversionRestricted Stock Units · Derivative | 2,000 | $0.00 Strike: $0.00 | $0.00 |
DisclosureSEC source: 0001140361-18-018251 · doc1.xml · derivative · entry 4 Updike James E. Jr. · CIK 0001513397 · EVP Sales & Mkt, Knight Trans. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Class A Common Stock · 2,000 shares Expires 2018-01-31 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · security: This row is added to show the conversion of restricted stock units upon vesting. Read SEC document |
| January 31, 2018 Filed Apr 11, 2018 22:14 UTC Amendment |
Updike James E. Jr.EVP Sales & Mkt, Knight Trans.
|
Exercise / conversionRestricted Stock Units · Derivative | 2,400 | $0.00 Strike: $0.00 | $0.00 |
DisclosureSEC source: 0001140361-18-018251 · doc1.xml · derivative · entry 3 Updike James E. Jr. · CIK 0001513397 · EVP Sales & Mkt, Knight Trans. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 11,700 Underlying: Class A Common Stock · 2,400 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · security: This row is added to show the conversion of restricted stock units upon vesting. F3 · derivative.expiration_date: The remaining restricted stock units for this grant vest as follows: approximately 20.5% on January 31, 2019, approximately 18% on January 31, 2020, and approximately 20.5% on each of January 31, 2021, 2022, and 2023. Read SEC document |
| January 31, 2018 Filed Apr 11, 2018 22:14 UTC Amendment |
Updike James E. Jr.EVP Sales & Mkt, Knight Trans.
|
Exercise / conversionClass A Common Stock | 2,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001140361-18-018251 · doc1.xml · nonDerivative · entry 2 Updike James E. Jr. · CIK 0001513397 · EVP Sales & Mkt, Knight Trans. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 25,593.99 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · security: This row is being amended to show that the shares were acquired upon the conversion of restricted stock units (changing from transaction code "A" to transaction code "M"). The rows on the original Form 4 showing the withholding of shares to satisfy tax obligations are not being amended. Therefore, the ultimate beneficial ownership of the reporting person as of January 31, 2018 is presented on the original Form 4. F1 · price: This row is being amended to show that the shares were acquired upon the conversion of restricted stock units (changing from transaction code "A" to transaction code "M"). The rows on the original Form 4 showing the withholding of shares to satisfy tax obligations are not being amended. Therefore, the ultimate beneficial ownership of the reporting person as of January 31, 2018 is presented on the original Form 4. Read SEC document |
| January 31, 2018 Filed Apr 11, 2018 22:14 UTC Amendment |
Updike James E. Jr.EVP Sales & Mkt, Knight Trans.
|
Exercise / conversionClass A Common Stock | 2,400 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001140361-18-018251 · doc1.xml · nonDerivative · entry 1 Updike James E. Jr. · CIK 0001513397 · EVP Sales & Mkt, Knight Trans. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 24,712.99 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · security: This row is being amended to show that the shares were acquired upon the conversion of restricted stock units (changing from transaction code "A" to transaction code "M"). The rows on the original Form 4 showing the withholding of shares to satisfy tax obligations are not being amended. Therefore, the ultimate beneficial ownership of the reporting person as of January 31, 2018 is presented on the original Form 4. F1 · price: This row is being amended to show that the shares were acquired upon the conversion of restricted stock units (changing from transaction code "A" to transaction code "M"). The rows on the original Form 4 showing the withholding of shares to satisfy tax obligations are not being amended. Therefore, the ultimate beneficial ownership of the reporting person as of January 31, 2018 is presented on the original Form 4. Read SEC document |
| January 31, 2018 Filed Apr 11, 2018 22:02 UTC Amendment |
Quast KevinEVP & COO of Knight Trans. Inc
|
Exercise / conversionRestricted Stock Units · Derivative | 2,000 | $0.00 Strike: $0.00 | $0.00 |
DisclosureSEC source: 0001140361-18-018243 · doc1.xml · derivative · entry 4 Quast Kevin · CIK 0001513280 · EVP & COO of Knight Trans. Inc 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Class A Common Stock · 2,000 shares Expires 2018-01-31 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · security: This row is added to show the conversion of restricted stock units upon vesting. Read SEC document |
| January 31, 2018 Filed Apr 11, 2018 22:02 UTC Amendment |
Quast KevinEVP & COO of Knight Trans. Inc
|
Exercise / conversionRestricted Stock Units · Derivative | 3,200 | $0.00 Strike: $0.00 | $0.00 |
DisclosureSEC source: 0001140361-18-018243 · doc1.xml · derivative · entry 3 Quast Kevin · CIK 0001513280 · EVP & COO of Knight Trans. Inc 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 15,600 Underlying: Class A Common Stock · 3,200 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · security: This row is added to show the conversion of restricted stock units upon vesting. F3 · derivative.expiration_date: The remaining restricted stock units for this grant vest as follows: approximately 20.5% on January 31, 2019, approximately 18% on January 31, 2020, and approximately 20.5% on each of January 31, 2021, 2022, and 2023. Read SEC document |
| January 31, 2018 Filed Apr 11, 2018 22:02 UTC Amendment |
Quast KevinEVP & COO of Knight Trans. Inc
|
Exercise / conversionClass A Common Stock | 2,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001140361-18-018243 · doc1.xml · nonDerivative · entry 2 Quast Kevin · CIK 0001513280 · EVP & COO of Knight Trans. Inc 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 67,196 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · security: This row is being amended to show that the shares were acquired upon the conversion of restricted stock units (changing from transaction code "A" to transaction code "M"). The rows on the original Form 4 showing the withholding of shares to satisfy tax obligations are not being amended. Therefore, the ultimate beneficial ownership of the reporting person as of January 31, 2018 is presented on the original Form 4. F1 · price: This row is being amended to show that the shares were acquired upon the conversion of restricted stock units (changing from transaction code "A" to transaction code "M"). The rows on the original Form 4 showing the withholding of shares to satisfy tax obligations are not being amended. Therefore, the ultimate beneficial ownership of the reporting person as of January 31, 2018 is presented on the original Form 4. Read SEC document |
| January 31, 2018 Filed Apr 11, 2018 22:02 UTC Amendment |
Quast KevinEVP & COO of Knight Trans. Inc
|
Exercise / conversionClass A Common Stock | 3,200 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001140361-18-018243 · doc1.xml · nonDerivative · entry 1 Quast Kevin · CIK 0001513280 · EVP & COO of Knight Trans. Inc 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 66,645 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · security: This row is being amended to show that the shares were acquired upon the conversion of restricted stock units (changing from transaction code "A" to transaction code "M"). The rows on the original Form 4 showing the withholding of shares to satisfy tax obligations are not being amended. Therefore, the ultimate beneficial ownership of the reporting person as of January 31, 2018 is presented on the original Form 4. F1 · price: This row is being amended to show that the shares were acquired upon the conversion of restricted stock units (changing from transaction code "A" to transaction code "M"). The rows on the original Form 4 showing the withholding of shares to satisfy tax obligations are not being amended. Therefore, the ultimate beneficial ownership of the reporting person as of January 31, 2018 is presented on the original Form 4. Read SEC document |
| January 31, 2018 Filed Apr 11, 2018 21:50 UTC Amendment | Exercise / conversionRestricted Stock Units · Derivative | 1,600 | $0.00 Strike: $0.00 | $0.00 |
DisclosureSEC source: 0001140361-18-018233 · doc1.xml · derivative · entry 4 Miller Adam W · CIK 0001513279 · CFO 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Class A Common Stock · 1,600 shares Expires 2018-01-31 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · security: This row is added to show the conversion of restricted stock units upon vesting. Read SEC document |
|
| January 31, 2018 Filed Apr 11, 2018 21:50 UTC Amendment | Exercise / conversionRestricted Stock Units · Derivative | 1,600 | $0.00 Strike: $0.00 | $0.00 |
DisclosureSEC source: 0001140361-18-018233 · doc1.xml · derivative · entry 3 Miller Adam W · CIK 0001513279 · CFO 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 7,800 Underlying: Class A Common Stock · 1,600 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · security: This row is added to show the conversion of restricted stock units upon vesting. F3 · derivative.expiration_date: The remaining restricted stock units for this grant vest as follows: approximately 20.5% on January 31, 2019, approximately 18% on January 31, 2020, and approximately 20.5% on each of January 31, 2021, 2022, and 2023. Read SEC document |
|
| January 31, 2018 Filed Apr 11, 2018 21:50 UTC Amendment | Exercise / conversionClass A Common Stock | 1,600 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001140361-18-018233 · doc1.xml · nonDerivative · entry 2 Miller Adam W · CIK 0001513279 · CFO 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 23,543 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · security: This row is being amended to show that the shares were acquired upon the conversion of restricted stock units (changing from transaction code "A" to transaction code "M"). The rows on the original Form 4 showing the withholding of shares to satisfy tax obligations are not being amended. Therefore, the ultimate beneficial ownership of the reporting person as of January 31, 2018 is presented on the original Form 4. F1 · price: This row is being amended to show that the shares were acquired upon the conversion of restricted stock units (changing from transaction code "A" to transaction code "M"). The rows on the original Form 4 showing the withholding of shares to satisfy tax obligations are not being amended. Therefore, the ultimate beneficial ownership of the reporting person as of January 31, 2018 is presented on the original Form 4. Read SEC document |
|
| January 31, 2018 Filed Apr 11, 2018 21:50 UTC Amendment | Exercise / conversionClass A Common Stock | 1,600 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001140361-18-018233 · doc1.xml · nonDerivative · entry 1 Miller Adam W · CIK 0001513279 · CFO 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 22,703 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · security: This row is being amended to show that the shares were acquired upon the conversion of restricted stock units (changing from transaction code "A" to transaction code "M"). The rows on the original Form 4 showing the withholding of shares to satisfy tax obligations are not being amended. Therefore, the ultimate beneficial ownership of the reporting person as of January 31, 2018 is presented on the original Form 4. F1 · price: This row is being amended to show that the shares were acquired upon the conversion of restricted stock units (changing from transaction code "A" to transaction code "M"). The rows on the original Form 4 showing the withholding of shares to satisfy tax obligations are not being amended. Therefore, the ultimate beneficial ownership of the reporting person as of January 31, 2018 is presented on the original Form 4. Read SEC document |
|
| January 31, 2018 Filed Apr 11, 2018 21:41 UTC Amendment |
JACKSON DAVID ADirector · President and CEO
|
Exercise / conversionRestricted Stock Units · Derivative | 2,600 | $0.00 Strike: $0.00 | $0.00 |
DisclosureSEC source: 0001140361-18-018226 · doc1.xml · derivative · entry 4 JACKSON DAVID A · CIK 0001279903 · Director · President and CEO 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Class A Common Stock · 2,600 shares Expires 2018-01-31 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · security: This row is added to show the conversion of restricted stock units upon vesting. Read SEC document |
| January 31, 2018 Filed Apr 11, 2018 21:41 UTC Amendment |
JACKSON DAVID ADirector · President and CEO
|
Exercise / conversionRestricted Stock Units · Derivative | 3,600 | $0.00 Strike: $0.00 | $0.00 |
DisclosureSEC source: 0001140361-18-018226 · doc1.xml · derivative · entry 3 JACKSON DAVID A · CIK 0001279903 · Director · President and CEO 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 17,550 Underlying: Class A Common Stock · 3,600 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · security: This row is added to show the conversion of restricted stock units upon vesting. F3 · derivative.expiration_date: The remaining restricted stock units for this grant vest as follows: approximately 20.5% on January 31, 2019, approximately 18% on January 31, 2020, and approximately 20.5% on each of January 31, 2021, 2022, and 2023. Read SEC document |
| January 31, 2018 Filed Apr 11, 2018 21:41 UTC Amendment |
JACKSON DAVID ADirector · President and CEO
|
Exercise / conversionClass A Common Stock | 2,600 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001140361-18-018226 · doc1.xml · nonDerivative · entry 2 JACKSON DAVID A · CIK 0001279903 · Director · President and CEO 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 28,081 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · security: This row is being amended to show that the shares were acquired upon the conversion of restricted stock units (changing from transaction code "A" to transaction code "M"). The rows on the original Form 4 showing the withholding of shares to satisfy tax obligations are not being amended. Therefore, the ultimate beneficial ownership of the reporting person as of January 31, 2018 is presented on the original Form 4. F1 · price: This row is being amended to show that the shares were acquired upon the conversion of restricted stock units (changing from transaction code "A" to transaction code "M"). The rows on the original Form 4 showing the withholding of shares to satisfy tax obligations are not being amended. Therefore, the ultimate beneficial ownership of the reporting person as of January 31, 2018 is presented on the original Form 4. Read SEC document |
| January 31, 2018 Filed Apr 11, 2018 21:41 UTC Amendment |
JACKSON DAVID ADirector · President and CEO
|
Exercise / conversionClass A Common Stock | 3,600 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001140361-18-018226 · doc1.xml · nonDerivative · entry 1 JACKSON DAVID A · CIK 0001279903 · Director · President and CEO 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 27,044 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · security: This row is being amended to show that the shares were acquired upon the conversion of restricted stock units (changing from transaction code "A" to transaction code "M"). The rows on the original Form 4 showing the withholding of shares to satisfy tax obligations are not being amended. Therefore, the ultimate beneficial ownership of the reporting person as of January 31, 2018 is presented on the original Form 4. F1 · price: This row is being amended to show that the shares were acquired upon the conversion of restricted stock units (changing from transaction code "A" to transaction code "M"). The rows on the original Form 4 showing the withholding of shares to satisfy tax obligations are not being amended. Therefore, the ultimate beneficial ownership of the reporting person as of January 31, 2018 is presented on the original Form 4. Read SEC document |
| January 31, 2018 Filed Apr 11, 2018 21:41 UTC Amendment |
Liu Michael KExec. VP of Ops, Knight Trans
|
Exercise / conversionRestricted Stock Units · Derivative | 923 | $0.00 Strike: $0.00 | $0.00 |
DisclosureSEC source: 0001140361-18-018225 · doc1.xml · derivative · entry 4 Liu Michael K · CIK 0001395069 · Exec. VP of Ops, Knight Trans 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Class A Common Stock · 923 shares Expires 2018-01-31 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · security: This row is added to show the conversion of restricted stock units upon vesting. Read SEC document |
| January 31, 2018 Filed Apr 11, 2018 21:41 UTC Amendment |
Liu Michael KExec. VP of Ops, Knight Trans
|
Exercise / conversionRestricted Stock Units · Derivative | 3,200 | $0.00 Strike: $0.00 | $0.00 |
DisclosureSEC source: 0001140361-18-018225 · doc1.xml · derivative · entry 3 Liu Michael K · CIK 0001395069 · Exec. VP of Ops, Knight Trans 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 15,600 Underlying: Class A Common Stock · 3,200 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · security: This row is added to show the conversion of restricted stock units upon vesting. F3 · derivative.expiration_date: The remaining restricted stock units for this grant vest as follows: approximately 20.5% on January 31, 2019, approximately 18% on January 31, 2020, and approximately 20.5% on each of January 31, 2021, 2022, and 2023. Read SEC document |
| January 31, 2018 Filed Apr 11, 2018 21:41 UTC Amendment |
Liu Michael KExec. VP of Ops, Knight Trans
|
Exercise / conversionClass A Common Stock | 923 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001140361-18-018225 · doc1.xml · nonDerivative · entry 2 Liu Michael K · CIK 0001395069 · Exec. VP of Ops, Knight Trans 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 8,522 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · security: This row is being amended to show that the shares were acquired upon the conversion of restricted stock units (changing from transaction code "A" to transaction code "M"). The rows on the original Form 4 showing the withholding of shares to satisfy tax obligations are not being amended. Therefore, the ultimate beneficial ownership of the reporting person as of January 31, 2018 is presented on the original Form 4. F1 · price: This row is being amended to show that the shares were acquired upon the conversion of restricted stock units (changing from transaction code "A" to transaction code "M"). The rows on the original Form 4 showing the withholding of shares to satisfy tax obligations are not being amended. Therefore, the ultimate beneficial ownership of the reporting person as of January 31, 2018 is presented on the original Form 4. Read SEC document |
| January 31, 2018 Filed Apr 11, 2018 21:41 UTC Amendment |
Liu Michael KExec. VP of Ops, Knight Trans
|
Exercise / conversionClass A Common Stock | 3,200 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001140361-18-018225 · doc1.xml · nonDerivative · entry 1 Liu Michael K · CIK 0001395069 · Exec. VP of Ops, Knight Trans 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 8,576 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · security: This row is being amended to show that the shares were acquired upon the conversion of restricted stock units (changing from transaction code "A" to transaction code "M"). The rows on the original Form 4 showing the withholding of shares to satisfy tax obligations are not being amended. Therefore, the ultimate beneficial ownership of the reporting person as of January 31, 2018 is presented on the original Form 4. F1 · price: This row is being amended to show that the shares were acquired upon the conversion of restricted stock units (changing from transaction code "A" to transaction code "M"). The rows on the original Form 4 showing the withholding of shares to satisfy tax obligations are not being amended. Therefore, the ultimate beneficial ownership of the reporting person as of January 31, 2018 is presented on the original Form 4. Read SEC document |
| January 31, 2018 Filed Apr 11, 2018 20:51 UTC Amendment |
Carlson Todd F.General Counsel and Secretary
|
Exercise / conversionRestricted Stock Units · Derivative | 1,400 | $0.00 Strike: $0.00 | $0.00 |
DisclosureSEC source: 0001140361-18-018185 · doc1.xml · derivative · entry 10 Carlson Todd F. · CIK 0001420036 · General Counsel and Secretary 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 1,400 Underlying: Class A Common Stock · 1,400 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F4 · security: This row is added to show the conversion of restricted stock units upon vesting. F6 · derivative.expiration_date: The remaining restricted stock units for this grant vest on January 31, 2019. Read SEC document |
| January 31, 2018 Filed Apr 11, 2018 20:51 UTC Amendment |
Carlson Todd F.General Counsel and Secretary
|
Exercise / conversionRestricted Stock Units · Derivative | 1,000 | $0.00 Strike: $0.00 | $0.00 |
DisclosureSEC source: 0001140361-18-018185 · doc1.xml · derivative · entry 9 Carlson Todd F. · CIK 0001420036 · General Counsel and Secretary 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Class A Common Stock · 1,000 shares Expires 2018-01-31 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F4 · security: This row is added to show the conversion of restricted stock units upon vesting. Read SEC document |
| January 31, 2018 Filed Apr 11, 2018 20:51 UTC Amendment |
Carlson Todd F.General Counsel and Secretary
|
Exercise / conversionRestricted Stock Units · Derivative | 1,200 | $0.00 Strike: $0.00 | $0.00 |
DisclosureSEC source: 0001140361-18-018185 · doc1.xml · derivative · entry 8 Carlson Todd F. · CIK 0001420036 · General Counsel and Secretary 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 5,850 Underlying: Class A Common Stock · 1,200 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F4 · security: This row is added to show the conversion of restricted stock units upon vesting. F5 · derivative.expiration_date: The remaining restricted stock units for this grant vest as follows approximately 20.5% on January 31, 2019, approximately 18% on January 31, 2020, and approximately 20.5% on each of January 31, 2021, 2022, and 2023. Read SEC document |
| January 31, 2018 Filed Apr 11, 2018 20:51 UTC Amendment |
Carlson Todd F.General Counsel and Secretary
|
Tax withholdingClass A Common Stock | 374 | $49.79 | $18,621.46 |
DisclosureSEC source: 0001140361-18-018185 · doc1.xml · nonDerivative · entry 6 Carlson Todd F. · CIK 0001420036 · General Counsel and Secretary 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 15,903 F2 · security: This row is being amended to clarify the number of shares owned directly by the reporting person after the transaction. Read SEC document |
| January 31, 2018 Filed Apr 11, 2018 20:51 UTC Amendment |
Carlson Todd F.General Counsel and Secretary
|
Exercise / conversionClass A Common Stock | 1,400 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001140361-18-018185 · doc1.xml · nonDerivative · entry 5 Carlson Todd F. · CIK 0001420036 · General Counsel and Secretary 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 16,277 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · security: This row is being amended to clarify the number of shares owned directly by the reporting person after the transaction and to show that the shares were acquired upon the conversion of restricted stock units (changing from transaction code "A" to "M"). F1 · price: This row is being amended to clarify the number of shares owned directly by the reporting person after the transaction and to show that the shares were acquired upon the conversion of restricted stock units (changing from transaction code "A" to "M"). Read SEC document |
| January 31, 2018 Filed Apr 11, 2018 20:51 UTC Amendment |
Carlson Todd F.General Counsel and Secretary
|
Tax withholdingClass A Common Stock | 310 | $49.79 | $15,434.90 |
DisclosureSEC source: 0001140361-18-018185 · doc1.xml · nonDerivative · entry 4 Carlson Todd F. · CIK 0001420036 · General Counsel and Secretary 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 14,877 F2 · security: This row is being amended to clarify the number of shares owned directly by the reporting person after the transaction. Read SEC document |
| January 31, 2018 Filed Apr 11, 2018 20:51 UTC Amendment |
Carlson Todd F.General Counsel and Secretary
|
Exercise / conversionClass A Common Stock | 1,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001140361-18-018185 · doc1.xml · nonDerivative · entry 3 Carlson Todd F. · CIK 0001420036 · General Counsel and Secretary 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 15,187 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · security: This row is being amended to clarify the number of shares owned directly by the reporting person after the transaction and to show that the shares were acquired upon the conversion of restricted stock units (changing from transaction code "A" to "M"). F1 · price: This row is being amended to clarify the number of shares owned directly by the reporting person after the transaction and to show that the shares were acquired upon the conversion of restricted stock units (changing from transaction code "A" to "M"). Read SEC document |
| January 31, 2018 Filed Apr 11, 2018 20:51 UTC Amendment |
Carlson Todd F.General Counsel and Secretary
|
Tax withholdingClass A Common Stock | 394 | $49.79 | $19,617.26 |
DisclosureSEC source: 0001140361-18-018185 · doc1.xml · nonDerivative · entry 2 Carlson Todd F. · CIK 0001420036 · General Counsel and Secretary 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 14,187 F2 · security: This row is being amended to clarify the number of shares owned directly by the reporting person after the transaction. Read SEC document |
| January 31, 2018 Filed Apr 11, 2018 20:51 UTC Amendment |
Carlson Todd F.General Counsel and Secretary
|
Exercise / conversionClass A Common Stock | 1,200 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001140361-18-018185 · doc1.xml · nonDerivative · entry 1 Carlson Todd F. · CIK 0001420036 · General Counsel and Secretary 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 14,581 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · security: This row is being amended to clarify the number of shares owned directly by the reporting person after the transaction and to show that the shares were acquired upon the conversion of restricted stock units (changing from transaction code "A" to "M"). F1 · price: This row is being amended to clarify the number of shares owned directly by the reporting person after the transaction and to show that the shares were acquired upon the conversion of restricted stock units (changing from transaction code "A" to "M"). Read SEC document |
| December 13, 2017 Filed Feb 14, 2018 17:35 UTC |
MOYES JERRYDirector · 10% owner · Member of 10% Group
MOYES VICKIE10% owner
MOYES JERRY & VICKIE FAMILY TRUST10% owner
|
GiftClass A Common Stock | 38,500 | $0.00 | $0.00 |
DisclosureSEC source: 0001140361-18-008369 · doc1.xml · nonDerivative · entry 1 MOYES JERRY · CIK 0000901736 · Director · 10% owner · Member of 10% Group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 22,654 F1 · kind: The reported securities were donated to an unaffiliated third party. Read SEC document |
| December 12, 2017 Filed Dec 12, 2017 21:23 UTC |
GARNREITER MICHAELDirector
|
SaleClass A Common Stock | 1,000 | $43.00 | $43,000.00 |
DisclosureSEC source: 0001140361-17-045886 · doc1.xml · nonDerivative · entry 1 GARNREITER MICHAEL · CIK 0001207669 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 9,498 Read SEC document |
| November 21, 2017 Filed Nov 21, 2017 20:15 UTC |
Carlson Todd F.General Counsel and Secretary
|
Exercise / conversionEmployee Stock Option (right to buy) · Derivative | 9,000 | $0.00 Strike: $14.79 | $0.00 |
DisclosureSEC source: 0001140361-17-043501 · doc1.xml · derivative · entry 3 Carlson Todd F. · CIK 0001420036 · General Counsel and Secretary 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Class A Common Stock · 9,000 shares Expires 2017-11-25 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F3 · derivative.exercise_date: The option vested one-third on November 26, 2010, one-third on November 26, 2011, and one-third on November 26, 2012. Read SEC document |
| November 21, 2017 Filed Nov 21, 2017 20:15 UTC |
Carlson Todd F.General Counsel and Secretary
|
SaleClass A Common Stock | 9,000 | $39.24 | $353,142.00 |
DisclosureSEC source: 0001140361-17-043501 · doc1.xml · nonDerivative · entry 2 Carlson Todd F. · CIK 0001420036 · General Counsel and Secretary 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 20,638 F1 · price: This transaction was executed in multiple trades at prices ranging from $39.16 to $39.28 per share. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Knight Transportation, Inc. or a shareholder of Knight Transportation, Inc. full information regarding the number of shares and prices at which the transaction was effected. F2 · ownership.direct: Portions of the shares are held directly and portions of the shares are held indirectly in a Trust. Read SEC document |
| November 21, 2017 Filed Nov 21, 2017 20:15 UTC |
Carlson Todd F.General Counsel and Secretary
|
Exercise / conversionClass A Common Stock | 9,000 | $14.79 | $133,110.00 |
DisclosureSEC source: 0001140361-17-043501 · doc1.xml · nonDerivative · entry 1 Carlson Todd F. · CIK 0001420036 · General Counsel and Secretary 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 29,638 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. Read SEC document |
| November 16, 2017 Filed Nov 20, 2017 17:10 UTC |
MOYES JERRYDirector · 10% owner · Member of 10% group
MOYES VICKIE10% owner
MOYES JERRY & VICKIE FAMILY TRUST10% owner
|
OtherRight to Purchase · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001140361-17-043386 · doc1.xml · derivative · entry 19 MOYES JERRY · CIK 0000901736 · Director · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 1 Underlying: Class A Common Stock · 4,868,208 shares Expires 2018-08-14 F16 · derivative.exercise_price: The reported transactions involve an amendment to an existing and previously reported Sale and Repurchase Agreement (the "Repurchase Agreement") by Cactus II, which amended the expiration date from November 30, 2017 to August 14, 2018. As previously disclosed, in connection with the entry into the Repurchase Agreement in May 2014, Cactus II received an aggregate of $84,483,693. The amendment to the Repurchase Agreement increased the maximum amount available for advance and the corresponding maximum repurchase price to $125,000,000. Cactus II has a fully recourse obligation to repurchase the underlying securities on the expiration date, and the right to repurchase the underlying securities at any time prior to the expiration date, upon repaying the amount advanced plus accrued interest. F16 · kind: The reported transactions involve an amendment to an existing and previously reported Sale and Repurchase Agreement (the "Repurchase Agreement") by Cactus II, which amended the expiration date from November 30, 2017 to August 14, 2018. As previously disclosed, in connection with the entry into the Repurchase Agreement in May 2014, Cactus II received an aggregate of $84,483,693. The amendment to the Repurchase Agreement increased the maximum amount available for advance and the corresponding maximum repurchase price to $125,000,000. Cactus II has a fully recourse obligation to repurchase the underlying securities on the expiration date, and the right to repurchase the underlying securities at any time prior to the expiration date, upon repaying the amount advanced plus accrued interest. F16 · price: The reported transactions involve an amendment to an existing and previously reported Sale and Repurchase Agreement (the "Repurchase Agreement") by Cactus II, which amended the expiration date from November 30, 2017 to August 14, 2018. As previously disclosed, in connection with the entry into the Repurchase Agreement in May 2014, Cactus II received an aggregate of $84,483,693. The amendment to the Repurchase Agreement increased the maximum amount available for advance and the corresponding maximum repurchase price to $125,000,000. Cactus II has a fully recourse obligation to repurchase the underlying securities on the expiration date, and the right to repurchase the underlying securities at any time prior to the expiration date, upon repaying the amount advanced plus accrued interest. F3 · ownership.direct: Shares are held by Cactus Holding Company II, LLC ("Cactus II"), an entity for which the JVMF Trust is the sole manager. Cactus II is wholly owned by Cactus III. Read SEC document |
| November 16, 2017 Filed Nov 20, 2017 17:10 UTC |
MOYES JERRYDirector · 10% owner · Member of 10% group
MOYES VICKIE10% owner
MOYES JERRY & VICKIE FAMILY TRUST10% owner
|
OtherRight to Purchase · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001140361-17-043386 · doc1.xml · derivative · entry 18 MOYES JERRY · CIK 0000901736 · Director · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 0 Underlying: Class A Common Stock · 4,868,208 shares Expires 2017-11-30 F16 · derivative.exercise_price: The reported transactions involve an amendment to an existing and previously reported Sale and Repurchase Agreement (the "Repurchase Agreement") by Cactus II, which amended the expiration date from November 30, 2017 to August 14, 2018. As previously disclosed, in connection with the entry into the Repurchase Agreement in May 2014, Cactus II received an aggregate of $84,483,693. The amendment to the Repurchase Agreement increased the maximum amount available for advance and the corresponding maximum repurchase price to $125,000,000. Cactus II has a fully recourse obligation to repurchase the underlying securities on the expiration date, and the right to repurchase the underlying securities at any time prior to the expiration date, upon repaying the amount advanced plus accrued interest. F16 · kind: The reported transactions involve an amendment to an existing and previously reported Sale and Repurchase Agreement (the "Repurchase Agreement") by Cactus II, which amended the expiration date from November 30, 2017 to August 14, 2018. As previously disclosed, in connection with the entry into the Repurchase Agreement in May 2014, Cactus II received an aggregate of $84,483,693. The amendment to the Repurchase Agreement increased the maximum amount available for advance and the corresponding maximum repurchase price to $125,000,000. Cactus II has a fully recourse obligation to repurchase the underlying securities on the expiration date, and the right to repurchase the underlying securities at any time prior to the expiration date, upon repaying the amount advanced plus accrued interest. F16 · price: The reported transactions involve an amendment to an existing and previously reported Sale and Repurchase Agreement (the "Repurchase Agreement") by Cactus II, which amended the expiration date from November 30, 2017 to August 14, 2018. As previously disclosed, in connection with the entry into the Repurchase Agreement in May 2014, Cactus II received an aggregate of $84,483,693. The amendment to the Repurchase Agreement increased the maximum amount available for advance and the corresponding maximum repurchase price to $125,000,000. Cactus II has a fully recourse obligation to repurchase the underlying securities on the expiration date, and the right to repurchase the underlying securities at any time prior to the expiration date, upon repaying the amount advanced plus accrued interest. F6 · derivative.underlying_shares: Share amount updated to reflect the Reverse Split. F3 · ownership.direct: Shares are held by Cactus Holding Company II, LLC ("Cactus II"), an entity for which the JVMF Trust is the sole manager. Cactus II is wholly owned by Cactus III. Read SEC document |
| November 16, 2017 Filed Nov 20, 2017 17:10 UTC |
MOYES JERRYDirector · 10% owner · Member of 10% group
MOYES VICKIE10% owner
MOYES JERRY & VICKIE FAMILY TRUST10% owner
|
OtherForward Sale Contract (obligation to sell) · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001140361-17-043386 · doc1.xml · derivative · entry 17 MOYES JERRY · CIK 0000901736 · Director · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 1 Underlying: Class A Common Stock · 2,376,000 shares Expires not disclosed F8 · derivative.exercise_price: Effective as of November 16, 2017, Cactus I and M Capital II, amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F10 · derivative.exercise_price: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F11 · derivative.exercise_price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F15 · derivative.exercise_price: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through December 7, 2017, to August 14, 2018 through August 16, 2018.The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000, after giving effect to the Reverse Split. F8 · kind: Effective as of November 16, 2017, Cactus I and M Capital II, amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F10 · kind: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F11 · kind: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F15 · kind: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through December 7, 2017, to August 14, 2018 through August 16, 2018.The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000, after giving effect to the Reverse Split. F8 · price: Effective as of November 16, 2017, Cactus I and M Capital II, amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F10 · price: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F11 · price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F15 · price: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through December 7, 2017, to August 14, 2018 through August 16, 2018.The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000, after giving effect to the Reverse Split. F8 · derivative.exercise_date: Effective as of November 16, 2017, Cactus I and M Capital II, amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F10 · derivative.exercise_date: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F11 · derivative.exercise_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F15 · derivative.exercise_date: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through December 7, 2017, to August 14, 2018 through August 16, 2018.The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000, after giving effect to the Reverse Split. F8 · derivative.expiration_date: Effective as of November 16, 2017, Cactus I and M Capital II, amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F10 · derivative.expiration_date: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F11 · derivative.expiration_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F15 · derivative.expiration_date: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through December 7, 2017, to August 14, 2018 through August 16, 2018.The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000, after giving effect to the Reverse Split. F2 · ownership.direct: Shares are held by Cactus Holding Company, LLC ("Cactus I"), an entity for which the Jerry and Vickie Moyes Family Trust (the "JVMF Trust") is the sole manager. Cactus I is wholly owned by Cactus Holding Company III, LLC ("Cactus III"), of which the reporting persons are all of the members. Read SEC document |
| November 16, 2017 Filed Nov 20, 2017 17:10 UTC |
MOYES JERRYDirector · 10% owner · Member of 10% group
MOYES VICKIE10% owner
MOYES JERRY & VICKIE FAMILY TRUST10% owner
|
OtherForward Sale Contract (obligation to sell) · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001140361-17-043386 · doc1.xml · derivative · entry 16 MOYES JERRY · CIK 0000901736 · Director · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 0 Underlying: Class A Common Stock · 2,376,000 shares Expires not disclosed F8 · derivative.exercise_price: Effective as of November 16, 2017, Cactus I and M Capital II, amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F10 · derivative.exercise_price: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F11 · derivative.exercise_price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F15 · derivative.exercise_price: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through December 7, 2017, to August 14, 2018 through August 16, 2018.The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000, after giving effect to the Reverse Split. F8 · kind: Effective as of November 16, 2017, Cactus I and M Capital II, amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F10 · kind: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F11 · kind: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F15 · kind: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through December 7, 2017, to August 14, 2018 through August 16, 2018.The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000, after giving effect to the Reverse Split. F8 · price: Effective as of November 16, 2017, Cactus I and M Capital II, amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F10 · price: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F11 · price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F15 · price: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through December 7, 2017, to August 14, 2018 through August 16, 2018.The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000, after giving effect to the Reverse Split. F8 · derivative.exercise_date: Effective as of November 16, 2017, Cactus I and M Capital II, amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F10 · derivative.exercise_date: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F11 · derivative.exercise_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F15 · derivative.exercise_date: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through December 7, 2017, to August 14, 2018 through August 16, 2018.The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000, after giving effect to the Reverse Split. F8 · derivative.expiration_date: Effective as of November 16, 2017, Cactus I and M Capital II, amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F10 · derivative.expiration_date: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F11 · derivative.expiration_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F15 · derivative.expiration_date: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 792,000, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through December 7, 2017, to August 14, 2018 through August 16, 2018.The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 2,376,000, after giving effect to the Reverse Split. F6 · derivative.underlying_shares: Share amount updated to reflect the Reverse Split. F2 · ownership.direct: Shares are held by Cactus Holding Company, LLC ("Cactus I"), an entity for which the Jerry and Vickie Moyes Family Trust (the "JVMF Trust") is the sole manager. Cactus I is wholly owned by Cactus Holding Company III, LLC ("Cactus III"), of which the reporting persons are all of the members. Read SEC document |
| November 16, 2017 Filed Nov 20, 2017 17:10 UTC |
MOYES JERRYDirector · 10% owner · Member of 10% group
MOYES VICKIE10% owner
MOYES JERRY & VICKIE FAMILY TRUST10% owner
|
OtherForward Sale Contract (obligation to sell) · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001140361-17-043386 · doc1.xml · derivative · entry 15 MOYES JERRY · CIK 0000901736 · Director · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 1 Underlying: Class A Common Stock · 9,864,000 shares Expires not disclosed F8 · derivative.exercise_price: Effective as of November 16, 2017, Cactus I and M Capital II, amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F10 · derivative.exercise_price: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F11 · derivative.exercise_price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F14 · derivative.exercise_price: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000, after giving effect to the Reverse Split. F8 · kind: Effective as of November 16, 2017, Cactus I and M Capital II, amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F10 · kind: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F11 · kind: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F14 · kind: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000, after giving effect to the Reverse Split. F8 · price: Effective as of November 16, 2017, Cactus I and M Capital II, amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F10 · price: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F11 · price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F14 · price: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000, after giving effect to the Reverse Split. F8 · derivative.exercise_date: Effective as of November 16, 2017, Cactus I and M Capital II, amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F10 · derivative.exercise_date: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F11 · derivative.exercise_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F14 · derivative.exercise_date: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000, after giving effect to the Reverse Split. F8 · derivative.expiration_date: Effective as of November 16, 2017, Cactus I and M Capital II, amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F10 · derivative.expiration_date: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F11 · derivative.expiration_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F14 · derivative.expiration_date: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000, after giving effect to the Reverse Split. F5 · ownership.direct: Shares are held by M Capital Group Investors II, LLC ("M Capital II"), an entity for which the JVMF Trust serves as the sole manager. The reporting persons constitute certain of the members of M Capital II. The reporting persons disclaim any beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for Section 16 or for any other purpose. Read SEC document |
| November 16, 2017 Filed Nov 20, 2017 17:10 UTC |
MOYES JERRYDirector · 10% owner · Member of 10% group
MOYES VICKIE10% owner
MOYES JERRY & VICKIE FAMILY TRUST10% owner
|
OtherForward Sale Contract (obligation to sell) · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001140361-17-043386 · doc1.xml · derivative · entry 14 MOYES JERRY · CIK 0000901736 · Director · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 0 Underlying: Class A Common Stock · 9,864,000 shares Expires not disclosed F8 · derivative.exercise_price: Effective as of November 16, 2017, Cactus I and M Capital II, amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F10 · derivative.exercise_price: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F11 · derivative.exercise_price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F14 · derivative.exercise_price: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000, after giving effect to the Reverse Split. F8 · kind: Effective as of November 16, 2017, Cactus I and M Capital II, amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F10 · kind: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F11 · kind: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F14 · kind: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000, after giving effect to the Reverse Split. F8 · price: Effective as of November 16, 2017, Cactus I and M Capital II, amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F10 · price: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F11 · price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F14 · price: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000, after giving effect to the Reverse Split. F8 · derivative.exercise_date: Effective as of November 16, 2017, Cactus I and M Capital II, amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F10 · derivative.exercise_date: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F11 · derivative.exercise_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F14 · derivative.exercise_date: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000, after giving effect to the Reverse Split. F8 · derivative.expiration_date: Effective as of November 16, 2017, Cactus I and M Capital II, amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F10 · derivative.expiration_date: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F11 · derivative.expiration_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F14 · derivative.expiration_date: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000, after giving effect to the Reverse Split. F6 · derivative.underlying_shares: Share amount updated to reflect the Reverse Split. F5 · ownership.direct: Shares are held by M Capital Group Investors II, LLC ("M Capital II"), an entity for which the JVMF Trust serves as the sole manager. The reporting persons constitute certain of the members of M Capital II. The reporting persons disclaim any beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for Section 16 or for any other purpose. Read SEC document |
| November 16, 2017 Filed Nov 20, 2017 17:10 UTC |
MOYES JERRYDirector · 10% owner · Member of 10% group
MOYES VICKIE10% owner
MOYES JERRY & VICKIE FAMILY TRUST10% owner
|
OtherForward Sale Contract (obligation to sell) · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001140361-17-043386 · doc1.xml · derivative · entry 13 MOYES JERRY · CIK 0000901736 · Director · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 1 Underlying: Class A Common Stock · 5,044,308 shares Expires not disclosed F8 · derivative.exercise_price: Effective as of November 16, 2017, Cactus I and M Capital II, amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F10 · derivative.exercise_price: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F11 · derivative.exercise_price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F13 · derivative.exercise_price: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through December 7, 2017, to August 14, 2018 through August 16, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $20.45 and $24.54, respectively, after giving effect to the Reverse Split, to $38.00 and $45.00, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308, after giving effect to the Reverse Split. F8 · kind: Effective as of November 16, 2017, Cactus I and M Capital II, amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F10 · kind: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F11 · kind: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F13 · kind: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through December 7, 2017, to August 14, 2018 through August 16, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $20.45 and $24.54, respectively, after giving effect to the Reverse Split, to $38.00 and $45.00, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308, after giving effect to the Reverse Split. F8 · price: Effective as of November 16, 2017, Cactus I and M Capital II, amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F10 · price: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F11 · price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F13 · price: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through December 7, 2017, to August 14, 2018 through August 16, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $20.45 and $24.54, respectively, after giving effect to the Reverse Split, to $38.00 and $45.00, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308, after giving effect to the Reverse Split. F8 · derivative.exercise_date: Effective as of November 16, 2017, Cactus I and M Capital II, amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F10 · derivative.exercise_date: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F11 · derivative.exercise_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F13 · derivative.exercise_date: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through December 7, 2017, to August 14, 2018 through August 16, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $20.45 and $24.54, respectively, after giving effect to the Reverse Split, to $38.00 and $45.00, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308, after giving effect to the Reverse Split. F8 · derivative.expiration_date: Effective as of November 16, 2017, Cactus I and M Capital II, amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F10 · derivative.expiration_date: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F11 · derivative.expiration_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F13 · derivative.expiration_date: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through December 7, 2017, to August 14, 2018 through August 16, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $20.45 and $24.54, respectively, after giving effect to the Reverse Split, to $38.00 and $45.00, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308, after giving effect to the Reverse Split. F2 · ownership.direct: Shares are held by Cactus Holding Company, LLC ("Cactus I"), an entity for which the Jerry and Vickie Moyes Family Trust (the "JVMF Trust") is the sole manager. Cactus I is wholly owned by Cactus Holding Company III, LLC ("Cactus III"), of which the reporting persons are all of the members. Read SEC document |
| November 16, 2017 Filed Nov 20, 2017 17:10 UTC |
MOYES JERRYDirector · 10% owner · Member of 10% group
MOYES VICKIE10% owner
MOYES JERRY & VICKIE FAMILY TRUST10% owner
|
OtherForward Sale Contract (obligation to sell) · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001140361-17-043386 · doc1.xml · derivative · entry 12 MOYES JERRY · CIK 0000901736 · Director · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 0 Underlying: Class A Common Stock · 5,044,308 shares Expires not disclosed F8 · derivative.exercise_price: Effective as of November 16, 2017, Cactus I and M Capital II, amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F10 · derivative.exercise_price: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F11 · derivative.exercise_price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F13 · derivative.exercise_price: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through December 7, 2017, to August 14, 2018 through August 16, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $20.45 and $24.54, respectively, after giving effect to the Reverse Split, to $38.00 and $45.00, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308, after giving effect to the Reverse Split. F8 · kind: Effective as of November 16, 2017, Cactus I and M Capital II, amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F10 · kind: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F11 · kind: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F13 · kind: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through December 7, 2017, to August 14, 2018 through August 16, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $20.45 and $24.54, respectively, after giving effect to the Reverse Split, to $38.00 and $45.00, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308, after giving effect to the Reverse Split. F8 · price: Effective as of November 16, 2017, Cactus I and M Capital II, amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F10 · price: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F11 · price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F13 · price: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through December 7, 2017, to August 14, 2018 through August 16, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $20.45 and $24.54, respectively, after giving effect to the Reverse Split, to $38.00 and $45.00, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308, after giving effect to the Reverse Split. F8 · derivative.exercise_date: Effective as of November 16, 2017, Cactus I and M Capital II, amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F10 · derivative.exercise_date: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F11 · derivative.exercise_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F13 · derivative.exercise_date: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through December 7, 2017, to August 14, 2018 through August 16, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $20.45 and $24.54, respectively, after giving effect to the Reverse Split, to $38.00 and $45.00, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308, after giving effect to the Reverse Split. F8 · derivative.expiration_date: Effective as of November 16, 2017, Cactus I and M Capital II, amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F10 · derivative.expiration_date: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F11 · derivative.expiration_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F13 · derivative.expiration_date: The reported transactions involve an amendment to an existing and previously reported VPF by Cactus I. The number of components remained unchanged at three. The Number of Shares underlying each component remained unchanged at 1,681,436, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through December 7, 2017, to August 14, 2018 through August 16, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $20.45 and $24.54, respectively, after giving effect to the Reverse Split, to $38.00 and $45.00, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 5,044,308, after giving effect to the Reverse Split. F6 · derivative.underlying_shares: Share amount updated to reflect the Reverse Split. F2 · ownership.direct: Shares are held by Cactus Holding Company, LLC ("Cactus I"), an entity for which the Jerry and Vickie Moyes Family Trust (the "JVMF Trust") is the sole manager. Cactus I is wholly owned by Cactus Holding Company III, LLC ("Cactus III"), of which the reporting persons are all of the members. Read SEC document |
| November 16, 2017 Filed Nov 20, 2017 17:10 UTC |
MOYES JERRYDirector · 10% owner · Member of 10% group
MOYES VICKIE10% owner
MOYES JERRY & VICKIE FAMILY TRUST10% owner
|
OtherForward Sale Contract (obligation to sell) · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001140361-17-043386 · doc1.xml · derivative · entry 11 MOYES JERRY · CIK 0000901736 · Director · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 1 Underlying: Class A Common Stock · 8,851,692 shares Expires not disclosed F8 · derivative.exercise_price: Effective as of November 16, 2017, Cactus I and M Capital II, amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F10 · derivative.exercise_price: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F11 · derivative.exercise_price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F12 · derivative.exercise_price: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $20.45 and $24.54, respectively, after giving effect to the Reverse Split, to $38.00 and $45.00, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692, after giving effect to the Reverse Split. F8 · kind: Effective as of November 16, 2017, Cactus I and M Capital II, amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F10 · kind: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F11 · kind: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F12 · kind: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $20.45 and $24.54, respectively, after giving effect to the Reverse Split, to $38.00 and $45.00, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692, after giving effect to the Reverse Split. F8 · price: Effective as of November 16, 2017, Cactus I and M Capital II, amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F10 · price: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F11 · price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F12 · price: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $20.45 and $24.54, respectively, after giving effect to the Reverse Split, to $38.00 and $45.00, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692, after giving effect to the Reverse Split. F8 · derivative.exercise_date: Effective as of November 16, 2017, Cactus I and M Capital II, amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F10 · derivative.exercise_date: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F11 · derivative.exercise_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F12 · derivative.exercise_date: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $20.45 and $24.54, respectively, after giving effect to the Reverse Split, to $38.00 and $45.00, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692, after giving effect to the Reverse Split. F8 · derivative.expiration_date: Effective as of November 16, 2017, Cactus I and M Capital II, amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F10 · derivative.expiration_date: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F11 · derivative.expiration_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F12 · derivative.expiration_date: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $20.45 and $24.54, respectively, after giving effect to the Reverse Split, to $38.00 and $45.00, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692, after giving effect to the Reverse Split. F5 · ownership.direct: Shares are held by M Capital Group Investors II, LLC ("M Capital II"), an entity for which the JVMF Trust serves as the sole manager. The reporting persons constitute certain of the members of M Capital II. The reporting persons disclaim any beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for Section 16 or for any other purpose. Read SEC document |
| November 16, 2017 Filed Nov 20, 2017 17:10 UTC |
MOYES JERRYDirector · 10% owner · Member of 10% group
MOYES VICKIE10% owner
MOYES JERRY & VICKIE FAMILY TRUST10% owner
|
OtherForward Sale Contract (obligation to sell) · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001140361-17-043386 · doc1.xml · derivative · entry 10 MOYES JERRY · CIK 0000901736 · Director · 10% owner · Member of 10% group MOYES VICKIE · CIK 0001272829 · 10% owner MOYES JERRY & VICKIE FAMILY TRUST · CIK 0001092565 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Manager and Member Disclosed balance after: 0 Underlying: Class A Common Stock · 8,851,692 shares Expires not disclosed F8 · derivative.exercise_price: Effective as of November 16, 2017, Cactus I and M Capital II, amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · derivative.exercise_price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F10 · derivative.exercise_price: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F11 · derivative.exercise_price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F12 · derivative.exercise_price: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $20.45 and $24.54, respectively, after giving effect to the Reverse Split, to $38.00 and $45.00, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692, after giving effect to the Reverse Split. F8 · kind: Effective as of November 16, 2017, Cactus I and M Capital II, amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · kind: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F10 · kind: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F11 · kind: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F12 · kind: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $20.45 and $24.54, respectively, after giving effect to the Reverse Split, to $38.00 and $45.00, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692, after giving effect to the Reverse Split. F8 · price: Effective as of November 16, 2017, Cactus I and M Capital II, amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · price: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F10 · price: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F11 · price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F12 · price: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $20.45 and $24.54, respectively, after giving effect to the Reverse Split, to $38.00 and $45.00, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692, after giving effect to the Reverse Split. F8 · derivative.exercise_date: Effective as of November 16, 2017, Cactus I and M Capital II, amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · derivative.exercise_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F10 · derivative.exercise_date: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F11 · derivative.exercise_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F12 · derivative.exercise_date: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $20.45 and $24.54, respectively, after giving effect to the Reverse Split, to $38.00 and $45.00, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692, after giving effect to the Reverse Split. F8 · derivative.expiration_date: Effective as of November 16, 2017, Cactus I and M Capital II, amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F9 · derivative.expiration_date: Under the VPFs, Cactus I or M Capital II, as applicable, is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F10 · derivative.expiration_date: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F11 · derivative.expiration_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F12 · derivative.expiration_date: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $20.45 and $24.54, respectively, after giving effect to the Reverse Split, to $38.00 and $45.00, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692, after giving effect to the Reverse Split. F6 · derivative.underlying_shares: Share amount updated to reflect the Reverse Split. F5 · ownership.direct: Shares are held by M Capital Group Investors II, LLC ("M Capital II"), an entity for which the JVMF Trust serves as the sole manager. The reporting persons constitute certain of the members of M Capital II. The reporting persons disclaim any beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for Section 16 or for any other purpose. Read SEC document |
| November 16, 2017 Filed Nov 20, 2017 22:20 UTC |
Nester Lyndee MoyesMember of 10% owner group
|
OtherForward Sale Contract (obligation to sell) · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001140361-17-043391 · doc1.xml · derivative · entry 10 Nester Lyndee Moyes · CIK 0001589201 · Member of 10% owner group 10b5-1 filing: Not disclosed Ownership: Indirect · Member Disclosed balance after: 1 Underlying: Class A Common Stock · 9,864,000 shares Expires not disclosed F6 · derivative.exercise_price: Effective as of November 16, 2017, M Capital II amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F7 · derivative.exercise_price: Under the VPFs, M Capital II is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F8 · derivative.exercise_price: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F9 · derivative.exercise_price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F12 · derivative.exercise_price: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000, after giving effect to the Reverse Split. F6 · kind: Effective as of November 16, 2017, M Capital II amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F7 · kind: Under the VPFs, M Capital II is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F8 · kind: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F9 · kind: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F12 · kind: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000, after giving effect to the Reverse Split. F6 · price: Effective as of November 16, 2017, M Capital II amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F7 · price: Under the VPFs, M Capital II is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F8 · price: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F9 · price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F12 · price: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000, after giving effect to the Reverse Split. F6 · derivative.exercise_date: Effective as of November 16, 2017, M Capital II amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F7 · derivative.exercise_date: Under the VPFs, M Capital II is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F8 · derivative.exercise_date: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F9 · derivative.exercise_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F12 · derivative.exercise_date: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000, after giving effect to the Reverse Split. F6 · derivative.expiration_date: Effective as of November 16, 2017, M Capital II amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F7 · derivative.expiration_date: Under the VPFs, M Capital II is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F8 · derivative.expiration_date: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F9 · derivative.expiration_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F12 · derivative.expiration_date: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000, after giving effect to the Reverse Split. F5 · ownership.direct: Shares are held by M Capital Group Investors II, LLC ("M Capital II"). The reporting person is the trustee of a trust that is a member of M Capital II and is the beneficiary of a trust that is also a member of M Capital II. The reporting person disclaims any beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for Section 16 or for any other purpose. Read SEC document |
| November 16, 2017 Filed Nov 20, 2017 22:20 UTC |
Nester Lyndee MoyesMember of 10% owner group
|
OtherForward Sale Contract (obligation to sell) · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001140361-17-043391 · doc1.xml · derivative · entry 9 Nester Lyndee Moyes · CIK 0001589201 · Member of 10% owner group 10b5-1 filing: Not disclosed Ownership: Indirect · Member Disclosed balance after: 0 Underlying: Class A Common Stock · 9,864,000 shares Expires not disclosed F6 · derivative.exercise_price: Effective as of November 16, 2017, M Capital II amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F7 · derivative.exercise_price: Under the VPFs, M Capital II is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F8 · derivative.exercise_price: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F9 · derivative.exercise_price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F12 · derivative.exercise_price: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000, after giving effect to the Reverse Split. F6 · kind: Effective as of November 16, 2017, M Capital II amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F7 · kind: Under the VPFs, M Capital II is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F8 · kind: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F9 · kind: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F12 · kind: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000, after giving effect to the Reverse Split. F6 · price: Effective as of November 16, 2017, M Capital II amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F7 · price: Under the VPFs, M Capital II is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F8 · price: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F9 · price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F12 · price: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000, after giving effect to the Reverse Split. F6 · derivative.exercise_date: Effective as of November 16, 2017, M Capital II amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F7 · derivative.exercise_date: Under the VPFs, M Capital II is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F8 · derivative.exercise_date: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F9 · derivative.exercise_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F12 · derivative.exercise_date: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000, after giving effect to the Reverse Split. F6 · derivative.expiration_date: Effective as of November 16, 2017, M Capital II amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F7 · derivative.expiration_date: Under the VPFs, M Capital II is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F8 · derivative.expiration_date: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F9 · derivative.expiration_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F12 · derivative.expiration_date: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000, after giving effect to the Reverse Split. F11 · derivative.underlying_shares: Share amount updated to reflect the Reverse Split. F5 · ownership.direct: Shares are held by M Capital Group Investors II, LLC ("M Capital II"). The reporting person is the trustee of a trust that is a member of M Capital II and is the beneficiary of a trust that is also a member of M Capital II. The reporting person disclaims any beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for Section 16 or for any other purpose. Read SEC document |
| November 16, 2017 Filed Nov 20, 2017 22:20 UTC |
Nester Lyndee MoyesMember of 10% owner group
|
OtherForward Sale Contract (obligation to sell) · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001140361-17-043391 · doc1.xml · derivative · entry 8 Nester Lyndee Moyes · CIK 0001589201 · Member of 10% owner group 10b5-1 filing: Not disclosed Ownership: Indirect · Member Disclosed balance after: 1 Underlying: Class A Common Stock · 8,851,692 shares Expires not disclosed F6 · derivative.exercise_price: Effective as of November 16, 2017, M Capital II amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F7 · derivative.exercise_price: Under the VPFs, M Capital II is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F8 · derivative.exercise_price: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F9 · derivative.exercise_price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F10 · derivative.exercise_price: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $20.45 and $24.54, respectively, after giving effect to the Reverse Split, to $38.00 and $45.00, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692, after giving effect to the Reverse Split. F6 · kind: Effective as of November 16, 2017, M Capital II amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F7 · kind: Under the VPFs, M Capital II is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F8 · kind: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F9 · kind: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F10 · kind: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $20.45 and $24.54, respectively, after giving effect to the Reverse Split, to $38.00 and $45.00, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692, after giving effect to the Reverse Split. F6 · price: Effective as of November 16, 2017, M Capital II amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F7 · price: Under the VPFs, M Capital II is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F8 · price: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F9 · price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F10 · price: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $20.45 and $24.54, respectively, after giving effect to the Reverse Split, to $38.00 and $45.00, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692, after giving effect to the Reverse Split. F6 · derivative.exercise_date: Effective as of November 16, 2017, M Capital II amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F7 · derivative.exercise_date: Under the VPFs, M Capital II is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F8 · derivative.exercise_date: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F9 · derivative.exercise_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F10 · derivative.exercise_date: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $20.45 and $24.54, respectively, after giving effect to the Reverse Split, to $38.00 and $45.00, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692, after giving effect to the Reverse Split. F6 · derivative.expiration_date: Effective as of November 16, 2017, M Capital II amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F7 · derivative.expiration_date: Under the VPFs, M Capital II is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F8 · derivative.expiration_date: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F9 · derivative.expiration_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F10 · derivative.expiration_date: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $20.45 and $24.54, respectively, after giving effect to the Reverse Split, to $38.00 and $45.00, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692, after giving effect to the Reverse Split. F5 · ownership.direct: Shares are held by M Capital Group Investors II, LLC ("M Capital II"). The reporting person is the trustee of a trust that is a member of M Capital II and is the beneficiary of a trust that is also a member of M Capital II. The reporting person disclaims any beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for Section 16 or for any other purpose. Read SEC document |
| November 16, 2017 Filed Nov 20, 2017 22:20 UTC |
Nester Lyndee MoyesMember of 10% owner group
|
OtherForward Sale Contract (obligation to sell) · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001140361-17-043391 · doc1.xml · derivative · entry 7 Nester Lyndee Moyes · CIK 0001589201 · Member of 10% owner group 10b5-1 filing: Not disclosed Ownership: Indirect · Member Disclosed balance after: 0 Underlying: Class A Common Stock · 8,851,692 shares Expires not disclosed F6 · derivative.exercise_price: Effective as of November 16, 2017, M Capital II amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F7 · derivative.exercise_price: Under the VPFs, M Capital II is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F8 · derivative.exercise_price: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F9 · derivative.exercise_price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F10 · derivative.exercise_price: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $20.45 and $24.54, respectively, after giving effect to the Reverse Split, to $38.00 and $45.00, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692, after giving effect to the Reverse Split. F6 · kind: Effective as of November 16, 2017, M Capital II amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F7 · kind: Under the VPFs, M Capital II is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F8 · kind: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F9 · kind: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F10 · kind: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $20.45 and $24.54, respectively, after giving effect to the Reverse Split, to $38.00 and $45.00, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692, after giving effect to the Reverse Split. F6 · price: Effective as of November 16, 2017, M Capital II amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F7 · price: Under the VPFs, M Capital II is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F8 · price: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F9 · price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F10 · price: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $20.45 and $24.54, respectively, after giving effect to the Reverse Split, to $38.00 and $45.00, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692, after giving effect to the Reverse Split. F6 · derivative.exercise_date: Effective as of November 16, 2017, M Capital II amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F7 · derivative.exercise_date: Under the VPFs, M Capital II is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F8 · derivative.exercise_date: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F9 · derivative.exercise_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F10 · derivative.exercise_date: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $20.45 and $24.54, respectively, after giving effect to the Reverse Split, to $38.00 and $45.00, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692, after giving effect to the Reverse Split. F6 · derivative.expiration_date: Effective as of November 16, 2017, M Capital II amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F7 · derivative.expiration_date: Under the VPFs, M Capital II is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F8 · derivative.expiration_date: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F9 · derivative.expiration_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F10 · derivative.expiration_date: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 442,585 shares underlying nineteen of the components and 442,577 shares underlying the twentieth component, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11, 2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $20.45 and $24.54, respectively, after giving effect to the Reverse Split, to $38.00 and $45.00, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 8,851,692, after giving effect to the Reverse Split. F11 · derivative.underlying_shares: Share amount updated to reflect the Reverse Split. F5 · ownership.direct: Shares are held by M Capital Group Investors II, LLC ("M Capital II"). The reporting person is the trustee of a trust that is a member of M Capital II and is the beneficiary of a trust that is also a member of M Capital II. The reporting person disclaims any beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for Section 16 or for any other purpose. Read SEC document |
| November 16, 2017 Filed Nov 20, 2017 22:17 UTC |
Moyes MichaelMember of 10% owner group
|
OtherForward Sale Contract (obligation to sell) · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001140361-17-043388 · doc1.xml · derivative · entry 10 Moyes Michael · CIK 0001507663 · Member of 10% owner group 10b5-1 filing: Not disclosed Ownership: Indirect · Member Disclosed balance after: 1 Underlying: Class A Common Stock · 9,864,000 shares Expires not disclosed F6 · derivative.exercise_price: Effective as of November 16, 2017, M Capital II amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F7 · derivative.exercise_price: Under the VPFs, M Capital II is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F8 · derivative.exercise_price: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F9 · derivative.exercise_price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F12 · derivative.exercise_price: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11,2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000, after giving effect to the Reverse Split. F6 · kind: Effective as of November 16, 2017, M Capital II amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F7 · kind: Under the VPFs, M Capital II is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F8 · kind: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F9 · kind: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F12 · kind: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11,2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000, after giving effect to the Reverse Split. F6 · price: Effective as of November 16, 2017, M Capital II amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F7 · price: Under the VPFs, M Capital II is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F8 · price: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F9 · price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F12 · price: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11,2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000, after giving effect to the Reverse Split. F6 · derivative.exercise_date: Effective as of November 16, 2017, M Capital II amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F7 · derivative.exercise_date: Under the VPFs, M Capital II is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F8 · derivative.exercise_date: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F9 · derivative.exercise_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F12 · derivative.exercise_date: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11,2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000, after giving effect to the Reverse Split. F6 · derivative.expiration_date: Effective as of November 16, 2017, M Capital II amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F7 · derivative.expiration_date: Under the VPFs, M Capital II is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F8 · derivative.expiration_date: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F9 · derivative.expiration_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F12 · derivative.expiration_date: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11,2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000, after giving effect to the Reverse Split. F5 · ownership.direct: Shares are held by M Capital Group Investors II, LLC ("M Capital II"). The reporting person is the trustee of certain trusts that are members of M Capital II and is the beneficiary of a trust that is also a member of M Capital II. The reporting person disclaims any beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for Section 16 or for any other purpose. Read SEC document |
| November 16, 2017 Filed Nov 20, 2017 22:17 UTC |
Moyes MichaelMember of 10% owner group
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OtherForward Sale Contract (obligation to sell) · Derivative | 1 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001140361-17-043388 · doc1.xml · derivative · entry 9 Moyes Michael · CIK 0001507663 · Member of 10% owner group 10b5-1 filing: Not disclosed Ownership: Indirect · Member Disclosed balance after: 0 Underlying: Class A Common Stock · 9,864,000 shares Expires not disclosed F6 · derivative.exercise_price: Effective as of November 16, 2017, M Capital II amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F7 · derivative.exercise_price: Under the VPFs, M Capital II is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F8 · derivative.exercise_price: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F9 · derivative.exercise_price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F12 · derivative.exercise_price: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11,2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000, after giving effect to the Reverse Split. F6 · kind: Effective as of November 16, 2017, M Capital II amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F7 · kind: Under the VPFs, M Capital II is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F8 · kind: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F9 · kind: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F12 · kind: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11,2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000, after giving effect to the Reverse Split. F6 · price: Effective as of November 16, 2017, M Capital II amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F7 · price: Under the VPFs, M Capital II is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F8 · price: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F9 · price: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F12 · price: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11,2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000, after giving effect to the Reverse Split. F6 · derivative.exercise_date: Effective as of November 16, 2017, M Capital II amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F7 · derivative.exercise_date: Under the VPFs, M Capital II is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F8 · derivative.exercise_date: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F9 · derivative.exercise_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F12 · derivative.exercise_date: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11,2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000, after giving effect to the Reverse Split. F6 · derivative.expiration_date: Effective as of November 16, 2017, M Capital II amended certain prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. F7 · derivative.expiration_date: Under the VPFs, M Capital II is obligated to deliver a variable amount of Class A Common Stock, or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depends on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." F8 · derivative.expiration_date: The actual number of shares required to be delivered under each component of the VPFs depends on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is the equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. F9 · derivative.expiration_date: The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Class A Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). The shares or cash deliverable generally must be delivered on the date that is one Settlement Cycle (as defined in 2002 ISDA Equity Derivatives Definitions) following the relevant Valuation Date. F12 · derivative.expiration_date: The reported transactions involve an amendment to an existing and previously reported VPF by M Capital II. The number of components remained unchanged at twenty. The Number of Shares underlying each component remained unchanged at 493,200, after giving effect to the Reverse Split. The amendment amended the Valuation Dates from December 5, 2017 through January 3, 2018, to August 14, 2018 through September 11,2018. The Forward Floor Price and Forward Cap Price under this VPF changed from $30.56 and $36.67, respectively, after giving effect to the Reverse Split, to $36.14 and $44.55, respectively. The maximum number of shares to be delivered under this VPF remained unchanged at 9,864,000, after giving effect to the Reverse Split. F11 · derivative.underlying_shares: Share amount updated to reflect the Reverse Split. F5 · ownership.direct: Shares are held by M Capital Group Investors II, LLC ("M Capital II"). The reporting person is the trustee of certain trusts that are members of M Capital II and is the beneficiary of a trust that is also a member of M Capital II. The reporting person disclaims any beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for Section 16 or for any other purpose. Read SEC document |
Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.