| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | DSKE | Common Stock | Disposed to Issuer | -$1.88M | -226K | -100% | $8.30 | 0 | Apr 1, 2024 | By S.H.A.R.K Irrv 2022 Trust | F1, F2, F3 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | DSKE | Stock Option (right to buy) | Disposed to Issuer | -25K | -100% | 0 | Apr 1, 2024 | Common Stock | 25K | $14.29 | Direct | F1, F4 | ||
| transaction | DSKE | Stock Option (right to buy) | Disposed to Issuer | -178K | -100% | 0 | Apr 1, 2024 | Common Stock | 178K | $1.62 | Direct | F1, F5 | ||
| transaction | DSKE | Restricted Stock Unit | Disposed to Issuer | -7.03K | -12.33% | 50K | Apr 1, 2024 | Common Stock | 7.03K | Direct | F1, F6, F7, F8 | |||
| transaction | DSKE | Restricted Stock Unit | Disposed to Issuer | -50K | -100% | 0 | Apr 1, 2024 | Common Stock | 50K | Direct | F1, F6, F8, F9 |
Soumit Roy 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 | The Reporting Person's wife is the trustee of the trust, and members of the Reporting Person's immediate family are the sole beneficiaries of the trust. |
| F4 | At the Effective Time, pursuant to the Merger Agreement, this option, which provided for vesting in five equal annual installments beginning January 1, 2019, was automatically canceled for no consideration because the exercise price of the option exceeded the Merger Consideration. |
| F5 | At the Effective Time, pursuant to the Merger Agreement, this option, which provided for vesting in three equal annual installments beginning April 28, 2021, was 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 total number of shares of common stock subject to such option and (b) the excess of the Merger Consideration over the exercise price per share of such option. |
| F6 | Prior to the Effective Time, each restricted stock unit ("RSU") represented a contingent right to receive one share of common stock. |
| F7 | On February 28, 2022, the Reporting Person received 21,093 RSUs (7,030 of which vested on March 1, 2023; 7,030 of which vested on January 1, 2024; and 7,033 of which are scheduled to vest on January 1, 2025). |
| F8 | At the Effective Time, pursuant to the Merger Agreement, each of the Reporting Person's unvested RSUs was converted into a time-based restricted stock unit of Parent, based on the exchange ratio specified in the Merger Agreement, with the same terms applicable to such RSU immediately prior to the Effective Time. |
| F9 | On August 18, 2023, the Reporting Person received 50,000 RSUs (16,665 of which are scheduled to vest on July 1, 2024; 16,665 of which are scheduled to vest on March 1, 2025; and 16,670 of which are scheduled to vest on March 1, 2026). |