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KLXIV Klx Inc. Ex-Distribution When Issued (delisted)

62.61
0.00 (0.00%)
31 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
Klx Inc. Ex-Distribution When Issued (delisted) NASDAQ:KLXIV 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% 62.61 62.05 62.62 0 01:00:00

Statement of Changes in Beneficial Ownership (4)

18/12/2014 11:05pm

Edgar (US Regulatory)


FORM 4
[ ] 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 *

B/E AEROSPACE INC
2. Issuer Name and Ticker or Trading Symbol

KLX Inc. [ KLXI ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

1400 CORPORATE CENTER WAY
3. Date of Earliest Transaction (MM/DD/YYYY)

12/16/2014
(Street)

WELLINGTON, FL 33414
(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   12/16/2014     J (1)    52199630   A $0   52199730   D    
Common Stock   12/16/2014     J (2)    52199730   D $0   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 Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. 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 Date 7. 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  In connection with the spin-off (the "Spin-Off") of KLX Inc. ("KLX") from B/E Aerospace, Inc. ("B/E"), B/E received 52,199,630 shares of KLX common stock which, when combined with the 100 shares held by B/E prior thereto, equals the number of KLX shares of common stock distributed by B/E to its shareholders in connection with the Spin-Off.
( 2)  In connection with the Spin-Off, B/E effected the Distribution, as defined in the Separation and Distribution Agreement dated December 15, 2014 between KLX and B/E, on December 16, 2014, and caused to be distributed to each holder of record of B/E common stock as of the record date of December 5, 2014, by means of a pro-rata distribution, one share of KLX common stock for every two shares of B/E common stock held of record by such holder as of the record date. However, shares subject to outstanding B/E equity incentive awards were either adjusted to account for the dilutive effects of the Spin-Off (for employees and directors remaining at B/E) or converted into KLX equity incentive awards of equivalent value (for employees moving to KLX), and thus those shares were not considered for purposes of the pro-rata distribution.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
B/E AEROSPACE INC
1400 CORPORATE CENTER WAY
WELLINGTON, FL 33414

X


Signatures
/s/ Ryan M. Patch, Vice President - Law, General Counsel and Secretary 12/18/2014
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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