William M. Farrow III - Nov 23, 2021 Form 4 Insider Report for Echo Global Logistics, Inc. (ECHO)

Role: Director
Signature: /s/ David B. Menzel, by Power of Attorney
Stock symbol: ECHO
Transactions as of: Nov 23, 2021
Transactions value $: -$909,513
Form type: 4
Date filed: 11/23/2021, 05:13 PM
Previous filing: May 17, 2021
Next filing: Jan 5, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ECHO	Common Stock	Disposed to Issuer	-$910K	-18.9K	-100%	$48.25	0	Nov 23, 2021	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	ECHO	Restricted Stock Unit	Disposed to Issuer		-5.39K	-100%		0	Nov 23, 2021	Common Stock	5.39K		Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

William M. Farrow III is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	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").
F2	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. As of November 23, 2021, this included 5,385 Restricted Stock Units that are scheduled to vest on February 26, 2022.

Content

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").

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. As of November 23, 2021, this included 5,385 Restricted Stock Units that are scheduled to vest on February 26, 2022.

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.