| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | DSKE | Common Stock | Disposed to Issuer | -$5.02M | -605K | -100% | $8.30 | 0 | Apr 1, 2024 | Direct | F1, F2 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | DSKE | Director Stock Option (right to buy) | Disposed to Issuer | -25K | -100% | 0 | Apr 1, 2024 | Common Stock | 25K | $9.98 | Direct | F1, F3 | ||
| transaction | DSKE | Restricted Stock Unit | Disposed to Issuer | -29.4K | -11.38% | 229K | Apr 1, 2024 | Common Stock | 29.4K | Direct | F1, F4, F5, F6 | |||
| transaction | DSKE | Restricted Stock Unit | Disposed to Issuer | -229K | -100% | 0 | Apr 1, 2024 | Common Stock | 229K | Direct | F1, F4, F6, F7 |
Jonathan Shepko is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Pursuant to the Agreement and Plan of Merger, dated as of December 22, 2023 (the "Merger Agreement"), by and among the Issuer, TFI International Inc., a corporation incorporated pursuant to the Canada Business Corporations Act ("Parent"), and Diocletian MergerCo, Inc., a Delaware corporation and an indirect, wholly owned subsidiary of Parent ("Acquisition Sub"), Acquisition Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as an indirect, wholly owned subsidiary of Parent. |
| F2 | At the effective time of the Merger (the "Effective Time"), pursuant to the Merger Agreement, each share of common stock, par value $0.0001 per share, of the Issuer ("common stock") that was issued and outstanding immediately prior to the Effective Time was automatically canceled and converted into the right to receive $8.30 in cash (the "Merger Consideration"), without interest and less any applicable withholding taxes. |
| F3 | At the Effective Time, pursuant to the Merger Agreement, this option, which provided for vesting in five equal annual installments beginning February 27, 2018, was automatically canceled for no consideration because the exercise price of the option exceeded the Merger Consideration. |
| F4 | Prior to the Effective Time, each restricted stock unit ("RSU") represented a contingent right to receive one share of common stock. |
| F5 | On February 28, 2022, the Reporting Person received 88,308 RSUs (29,433 of which vested on March 1, 2023; 29,433 of which vested on January 1, 2024; and 29,442 of which are scheduled to vest on January 1, 2025). |
| F6 | At the Effective Time, the Reporting Person's unvested RSUs were automatically canceled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (a) the number of shares of common stock subject to such RSUs and (b) the Merger Consideration. |
| F7 | On August 18, 2023, the Reporting Person received 229,167 RSUs (76,381 of which are scheduled to vest on July 1, 2024; 76,381 of which are scheduled to vest on March 1, 2025; and 76,405 of which are scheduled to vest on March 1, 2026). |