Statement of Changes in Beneficial Ownership (4)
November 23 2021 - 6:24PM
Edgar (US Regulatory)
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
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Menzel David B |
2. Issuer Name and Ticker or Trading Symbol
Echo Global Logistics, Inc.
[
ECHO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President & COO |
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(Last)
(First)
(Middle)
C/O ECHO GLOBAL LOGISTICS, INC., 600 WEST CHICAGO AVENUE, SUITE 725 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/23/2021 |
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(Street)
CHICAGO, IL 60654
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 11/23/2021 | | D | | 103381 (1) | D | $48.25 (1) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 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 |
| Restricted Stock Unit | (2) | 11/23/2021 | | D | | | 20196 | (2)(3) | (3) | Common Stock | 20196 (2) | (2) | 0 | D | |
| Restricted Stock Unit | (2) | 11/23/2021 | | D | | | 21239 | (2)(4) | (4) | Common Stock | 21239 (2) | (2) | 0 | D | |
| Explanation of Responses: |
| (1) | In connection with the consummation of the Merger, at the Effective Time, each issued and outstanding share of common stock, par value $0.0001 of the Company (the "Common Stock") that was held by the Company's stockholders, including the reporting person, was converted into the right to receive $48.25 in cash per Common Stock (the "Offer Price"). |
| (2) | In connection with the consummation of the Merger, at the Effective Time, each restricted stock unit to acquire shares of Common Stock ("Restricted Stock Unit") that was outstanding as of immediately prior to the Effective Time, whether vested or unvested, was automatically cancelled and converted into the right to receive (without interest) an amount in cash equal to the Offer Price, less applicable taxes required to be withheld with respect to such payment, as provided in the Merger Agreement. |
| (3) | As of November 23, 2021, this included 20,196 Restricted Stock Units that are scheduled to vest in two equal installments on February 19, 2022 and February 19, 2023. |
| (4) | As of November 23, 2021, this included 21,239 Restricted Stock Units that are scheduled to vest in three equal installments on January 25, 2022, January 25, 2023 and January 25, 2024. |
Remarks:
This Form 4 reports securities disposed of under the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 9, 2021, by and among Einstein MidCo, LLC, a Delaware limited liability company ("Parent"), Einstein Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub") and Echo Global Logistics, Inc. (the "Company"). Pursuant to the Merger Agreement, on November 23, 2021 (the "Effective Time"), Merger Sub merged with and into the Company, with the Company becoming a wholly owned subsidiary of Parent (the "Merger"). A copy of the Merger Agreement is included as Exhibit 2.1 to the Company's Form 8-K filed with the SEC on September 10, 2021. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Menzel David B
C/O ECHO GLOBAL LOGISTICS, INC.
600 WEST CHICAGO AVENUE, SUITE 725
CHICAGO, IL 60654 |
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| President & COO |
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Signatures
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| /s/ David B. Menzel | | 11/23/2021 |
| **Signature of Reporting Person | Date |
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