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

Source evidence Original filing metadata and source links for verification. 3 source fields
SEC form
4
Accepted by SEC
23 Nov 2021, 17:20:24 UTC
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ David B. Menzel

Key filing fact

David B. Menzel filed Form 4 for Echo Global Logistics, Inc. on 23 Nov 2021.

Key facts

  • This page summarizes David B. Menzel's Form 4 filing for Echo Global Logistics, Inc..
  • 3 reported transactions and 2 derivative rows are listed below.
  • Accepted by SEC: 23 Nov 2021, 17:20.

Change

  • No earlier filing in this sequence is available for direct comparison.
  • Current net transaction value: -$4,988,133.

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
$4,988,133
Shares
-103,381
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
-20,196
Change %
-100%
Price
Shares after
0
Date
23 Nov 2021
Ownership
Direct
Underlying class
Common Stock
Underlying amount
20,196
Exercise price
Footnotes
F2, F3
ECHO transaction Derivative

Restricted Stock Unit

Disposed to Issuer

Transaction value
Shares
-21,239
Change %
-100%
Price
Shares after
0
Date
23 Nov 2021
Ownership
Direct
Underlying class
Common Stock
Underlying amount
21,239
Exercise price
Footnotes
F2, F4
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

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

Explanation of responses 4 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.

Footnote F3

As of November 23, 2021, this included 20,196 Restricted Stock Units that are scheduled to vest in two equal installments on February 19, 2022 and February 19, 2023.

Footnote F4

As of November 23, 2021, this included 21,239 Restricted Stock Units that are scheduled to vest in three equal installments on January 25, 2022, January 25, 2023 and January 25, 2024.

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.

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