Michael F. Leggio III - 04 Feb 2025 Form 4 Insider Report for ADAMS RESOURCES & ENERGY, INC.

Role
Chief Operating Officer
Signature
/s/ Michael F. Leggio III
Issuer symbol
N/A
Transactions as of
04 Feb 2025
Net transactions value
-$374,589
Form type
4
Filing time
04 Feb 2025, 16:30:09 UTC
Previous filing
25 Jun 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AE Common stock Disposed to Issuer $136,291 -3,587 -100% $38.00 0 04 Feb 2025 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction AE Restricted stock units Disposed to Issuer $120,536 -3,172 -100% $38.00 0 04 Feb 2025 Common stock 3,172 Direct F2
transaction AE Performance share units Disposed to Issuer $117,762 -3,099 -100% $38.00 0 04 Feb 2025 Common stock 3,099 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Michael F. Leggio III is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Represents shares of Adams Resources & Energy, Inc. ("AE") common stock disposed of in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 11, 2024, by and among AE, ARE Equity Corporation, a Texas corporation ("Parent") as successor-in-interest to Tres Energy LLC, a Texas limited liability company, and ARE Acquisition Corporation, a Delaware corporation and a direct, wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub would merge with and into AE, with AE surviving the merger as a wholly owned subsidiary of Parent. In accordance with the Merger Agreement, at the effective time of the merger contemplated thereby (the "Effective Time"), each share of AE common stock held by the reporting person was converted into the right to receive $38.00 in cash (the "Merger Consideration").
F2 In accordance with the Merger Agreement, at the Effective Time, each restricted stock unit award under the AE 2018 Long-Term Incentive Plan, as amended and restated, was cashed out based on the Merger Consideration.
F3 In accordance with the Merger Agreement, at the Effective Time, each performance share unit award under the AE 2018 Long-Term Incentive Plan, as amended and restated, was cashed out based on the Merger Consideration. Each award became fully vested with respect to a number of shares equal to 100.0% of the target number of shares covered by the award.