Robert M. Reich JR - Mar 1, 2022 Form 4 Insider Report for Schneider National, Inc. (SNDR)

Role: EVP, Chief Admin Officer
Signature: /s/ Thomas G. Jackson, by power of attorney
Stock symbol: SNDR
Transactions as of: Mar 1, 2022
Transactions value $: -$37,150
Form type: 4
Date filed: 3/4/2022, 06:39 PM
Previous filing: Feb 17, 2022
Next filing: Mar 17, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SNDR	Class B Common Stock	Options Exercise	$95K	+5K	+5.26%	$18.99	100K	Mar 1, 2022	Direct
transaction	SNDR	Class B Common Stock	Sale	-$132K	-5K	-5%	$26.42	95.1K	Mar 1, 2022	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	SNDR	Employee Stock Option-Right To Buy	Options Exercise	$0	-5K	-34%	$0.00	9.71K	Mar 1, 2022	Class B Common Stock	5K	$18.99	Direct	F2, F3

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

Explanation of Responses:

Id	Content
F1	Of the 95,073 shares reported as directly held by the reporting person, 17,250 are unvested restricted stock units.
F2	In accordance with the provisions of the applicable plan and option agreements, the Compensation Committee approved an equitable adjustment to reduce the exercise price of the options from $20.99 at the time of the grant to $18.99 in order to reflect the $2.00 per share special dividend paid on outstanding shares of the Issuer's Class A and Class B common stock on November 9, 2020.
F3	These options vest in equal annual installments on each of the first four anniversaries of March 15, 2019, subject to the employee's continued employment through the applicable vesting date.