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ECHO Echo Global Logistics Inc

48.24
0.00 (0.00%)
27 Nov 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
Echo Global Logistics Inc NASDAQ:ECHO NASDAQ Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 48.24 53.08 50.00 0 00:00:00

Statement of Changes in Beneficial Ownership (4)

23/11/2021 11:27pm

Edgar (US Regulatory)


FORM 4 [X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5                       
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Rogers Peter
2. Issuer Name and Ticker or Trading Symbol

Echo Global Logistics, Inc. [ ECHO ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Financial Officer
(Last)          (First)          (Middle)

C/O ECHO GLOBAL LOGISTICS, INC., 600 WEST CHICAGO AVENUE, SUITE 725
3. Date of Earliest Transaction (MM/DD/YYYY)

11/23/2021
(Street)

CHICAGO, IL 60654
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/23/2021  D  17579 (1)D$48.25 (1)0 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit  (2)11/23/2021  D     4888   (2)(3) (3)Common Stock 4888 (2) (2)0 D  
Restricted Stock Unit  (2)11/23/2021  D     9722   (2)(4) (4)Common Stock 9722 (2) (2)0 D  
Restricted Stock Unit  (2)11/23/2021  D     14740   (2)(5) (5)Common Stock 14740 (2) (2)0 D  

Explanation of Responses:
(1) 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").
(2) 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.
(3) 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.
(4) 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.
(5) 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Rogers Peter
C/O ECHO GLOBAL LOGISTICS, INC.
600 WEST CHICAGO AVENUE, SUITE 725
CHICAGO, IL 60654


Chief Financial Officer

Signatures
/s/ David B. Menzel, by Power of Attorney11/23/2021
**Signature of Reporting PersonDate

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