David C. Habiger - 23 Nov 2021 Form 4 Insider Report for Echo Global Logistics, Inc.

Reporting relationship: Director
Issuer ticker: N/A
Reported as of: 23 Nov 2021
Net transaction value: -$1,598,426
SEC form: 4
Accepted by SEC: 23 Nov 2021, 17:15:33 UTC
Prior SEC filing: 07 Oct 2021
Next SEC filing: 03 May 2022
Source filing: View source filing
Reporting owner signature: /s/ David B. Menzel, by Power of Attorney

Key filing fact

David C. Habiger filed Form 4 for Echo Global Logistics, Inc. on 23 Nov 2021.

Key facts

This page summarizes David C. Habiger's Form 4 filing for Echo Global Logistics, Inc..
2 reported transactions and 1 derivative row are listed below.
Accepted by SEC: 23 Nov 2021, 17:15.

Change

Previous filing in this sequence was filed on 07 Oct 2021.
Current net transaction value: -$1,598,426.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

ECHO transaction

Common Stock

Disposed to Issuer

Transaction value: $1,598,426
Shares: -33,128
Change %: -100%
Price: $48.25
Shares after: 0
Date: 23 Nov 2021
Ownership: Direct
Footnotes: F1

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

ECHO transaction Derivative

Restricted Stock Unit

Disposed to Issuer

Transaction value
Shares: -5,385
Change %: -100%
Price
Shares after: 0
Date: 23 Nov 2021
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 5,385
Exercise price
Footnotes: F2

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

David C. Habiger is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 2 footnotes

Footnote 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").

Footnote 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.

SEC 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.