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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Giroir Scott D.
2. Issuer Name and Ticker or Trading Symbol

QUALITY DISTRIBUTION INC [ QLTY ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman and CEO
(Last)          (First)          (Middle)

4041 PARK OAKS BOULEVARD, SUITE 200
3. Date of Earliest Transaction (MM/DD/YYYY)

8/18/2015
(Street)

TAMPA, FL 33610
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   (1) 8/18/2015     D    46322   (2) D $16.00   0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (Right to Buy)   (1) (3) $2.47   8/18/2015     D         10000      (3) 1/29/2019   Common Stock   10000   $2.47   0   D    
Non-Qualified Stock Option (Right to Buy)   (1) (3) $3.82   8/18/2015     D         15000      (3) 11/4/2019   Common Stock   15000   $3.82   0   D    
Non-Qualified Stock Option (Right to Buy)   (1) (3) $9.66   8/18/2015     D         15000      (3) 1/21/2021   Common Stock   15000   $9.66   0   D    
Non-Qualified Stock Option (Right to Buy)   (1) (3) $12.82   8/18/2015     D         7500      (3) 2/13/2022   Common Stock   7500   $12.82   0   D    
Non-Qualified Stock Option (Right to Buy)   (1) (3) $6.48   8/18/2015     D         16300      (3) 1/2/2023   Common Stock   16300   $6.48   0   D    
Performance Restricted Stock Units   (1) (4) $0.00   8/18/2015     D         38200      (4) 12/31/2016   Common Stock   38200   $0.00   0   D    
Performance Restricted Stock Units   (1) (5) $0.00   8/18/2015     D         2375      (5) 12/31/2017   Common Stock   2375   $0.00   0   D    

Explanation of Responses:
( 1)  On August 18, 2015, Gruden Acquisition, Inc. ("Parent") acquired the issuer pursuant to the Agreement and Plan of Merger by and among issuer, Parent and Gruden Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), dated as of May 6, 2015 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the issuer (the "Merger"), with the issuer surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger, each outstanding share of the issuer's common stock (including the shares of common stock relating to previously unvested restricted stock and restricted stock unit awards) was cancelled and converted into the right to receive $16.00 in cash (the "per share merger consideration"). The Merger is more fully described in the issuer's Proxy Statement filed with the SEC on July 16, 2015.
( 2)  This amount includes (i) 17,814 shares of common stock held directly by Mr. Giroir and (ii) 28,508 shares of common stock relating to unvested restricted stock and unvested restricted stock unit awards that vested automatically upon the Merger.
( 3)  The stock options vest ratably over four years on each anniversary of the date of grant. The Merger Agreement provided that each outstanding stock option, whether vested or unvested, be cancelled at the effective time of the Merger in exchange for the right to receive a cash payment equal to the product of (i) the total number of shares of common stock subject to the stock option as of the effective time of the Merger and (ii) the amount by which the per share merger consideration exceeds the per share exercise price of the common stock underlying the stock option.
( 4)  These performance-based restricted stock units were scheduled to vest on December 31, 2016, subject to continued service and the achievement of certain performance goals. In accordance with the terms of the Merger Agreement, the performance-based restricted stock units were cancelled at the effective time of the Merger in exchange for the right to receive a cash amount equal to the per share merger consideration multiplied by the total number of shares of common stock subject to such performance stock award assuming vesting at the maximum level.
( 5)  These performance-based restricted stock units were scheduled to vest on December 31, 2017, subject to continued service and the achievement of certain performance goals. In accordance with the terms of the Merger Agreement, the performance-based restricted stock units were cancelled at the effective time of the Merger in exchange for the right to receive a cash amount equal to the per share merger consideration multiplied by 25% of the total number of shares of common stock subject to such performance stock award assuming vesting at the target level.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Giroir Scott D.
4041 PARK OAKS BOULEVARD, SUITE 200
TAMPA, FL 33610


Chairman and CEO

Signatures
/s/ John T. Wilson 8/19/2015
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
(MM) (NASDAQ:QLTY)
Historical Stock Chart
From Feb 2024 to Mar 2024 Click Here for more (MM) Charts.
(MM) (NASDAQ:QLTY)
Historical Stock Chart
From Mar 2023 to Mar 2024 Click Here for more (MM) Charts.