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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (4) | 10/23/2018 | M | 10,750 (5) | (5) | (5) | Common Stock | 10,750 | $ 0 | 30,607 | D | ||||
Restricted Stock Units | (4) | 10/23/2018 | A | 12,000 | (6) | (6) | Common Stock | 12,000 | $ 0 | 42,607 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Comstock Brian J C/O THE GREENBRIER COMPANIES, INC. ONE CENTERPOINTE DRIVE, SUITE 200 LAKE OSWEGO, OR 97035-8612 |
EVP, Sales and Marketing |
/s/ Brian J. Comstock By Feng C. Grove Attorney-in-fact | 10/25/2018 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | On March 30, 2016, the Reporting Person was awarded 10,750 performance-based restricted stock units ("RSUs"), including 5,375 RSUs subject to vesting based on the Issuer's achievement of adjusted EBITDA performance objectives and 5,375 RSUs subject to vesting based on the Issuer's achievement of ROE performance objectives. The Issuer achieved performance between target(goal) and stretch levels against the adjusted EBITDA performance objective and between threshold and target(goal) levels against the ROE performance objective, resulting in the Reporting Person being entitled to receive the number of shares of the Company's common stock equal to 163.1% and 67.6% of the adjusted EBITDA and ROE RSUs awarded to the Reporting Person, respectively. Accordingly, 12,401 shares of the Company's common stock were issued to the Reporting Person as of the determination date, October 23, 2018. |
(2) | Amount of securities beneficially owned following reported transaction(s) includes 6.586 shares acquired through participation in the Greenbrier Companies Employee Stock Purchase Plan. These shares were acquired on various dates and reflect acquisitions through October 2018. |
(3) | Pursuant to the terms of the Restricted Stock Unit Award Agreement dated March 30, 2016, common shares otherwise issuable to the Reporting Person upon vesting of the award were surrendered to the Company to settle the statutory withholding tax obligation incurred upon vesting of the award. |
(4) | Each RSU represents a contingent right to receive one share of GBX common stock. |
(5) | Pursuant to the terms of the Restricted Stock Unit Award Agreement dated March 30, 2016, 10,750 RSUs vested on October 23, 2018. |
(6) | One-half of the RSUs vest in three equal annual installments beginning on October 23, 2019 and the remaining one-half vest based upon achievement of performance criteria. Vested shares will be delivered to the Reporting Person on the anniversary dates of the grant or upon a determination that the performance criteria have been met. |