Peter Rogers - Nov 23, 2021 Form 4 Insider Report for Echo Global Logistics, Inc. (ECHO)

Role
Chief Financial Officer
Signature
/s/ David B. Menzel, by Power of Attorney
Stock symbol
ECHO
Transactions as of
Nov 23, 2021
Transactions value $
-$848,187
Form type
4
Date filed
11/23/2021, 05:23 PM
Previous filing
Oct 7, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ECHO Common Stock Disposed to Issuer -$848K -17.6K -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 -4.89K -100% 0 Nov 23, 2021 Common Stock 4.89K Direct F2, F3
transaction ECHO Restricted Stock Unit Disposed to Issuer -9.72K -100% 0 Nov 23, 2021 Common Stock 9.72K Direct F2, F4
transaction ECHO Restricted Stock Unit Disposed to Issuer -14.7K -100% 0 Nov 23, 2021 Common Stock 14.7K Direct F2, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Peter Rogers 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.
F3 As of November 23, 2021, this included 4,888 Restricted Stock Units that are scheduled to vest in three equal installments on March 13, 2022, March 13 2023 and March 13, 2024.
F4 As of November 23, 2021, this included 9,722 Restricted Stock Units that are scheduled to vest in two equal installments on October 5, 2022 and October 5, 2023.
F5 As of November 23, 2021, this included 14,740 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 (the "Merger Agreement"), 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.