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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (right to buy) | $ 42.725 | 02/10/2012 | M(1) | 25,000 | (8) | 02/13/2013 | Common Stock | 25,000 | $ 0 | 125,000 | D | ||||
Stock Option (right to buy) | $ 53.63 | 02/10/2012 | A | 111,965 | (9) | 02/10/2019 | Common Stock | 111,965 | $ 0 | 111,965 | D | ||||
Performance-Based Restricted Stock Rights | $ 0 | 02/10/2012 | A | 22,840 | (10) | (10) | Common Stock | (11) | $ 0 | 22,840 | D | ||||
Stock Option (right to buy) | $ 42.725 | 02/13/2012 | M(1) | 6,437 | (8) | 02/13/2013 | Common Stock | 6,437 | $ 0 | 118,563 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SWIENTON GREGORY T 11690 N.W. 105TH STREET MIAMI, FL 33178 |
X | Chairman & CEO |
/s/ Julie A. Azuaje, by power of attorney | 02/14/2012 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | The option exercise and stock sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan established by the Reporting Person on May 5, 2011. |
(2) | Includes 536 shares of common stock acquired by the reporting person under the Company's dividend reinbursement plan. |
(3) | This reflects the weighted average price at which the shares were sold. The sales prices ranged from $53.13 to $54.12. |
(4) | The Reporting Person will provide, upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
(5) | This reflects the weighted average price at which the shares were sold. The sales prices ranged from $54.13 to $54.28. |
(6) | Represents shares of common stock withheld by the Company for the payment of taxes due upon the vesting of restricted stock rights granted to the reporting person on February 10, 2010. |
(7) | Includes 169 shares of common stock acquired by the reporting person under the Company's dividend reinvestment plan. |
(8) | The option, representing the right to purchase 175,000 shares, vests in accordance with the following schedule: 58,334 vested on February 13, 2007, 58,333 vested on February 13, 2008 and 58,333 vested on February 13, 2009. |
(9) | The stock options vest in three equal installments on February 10, 2013, February 10, 2014 and February 10, 2015. |
(10) | The performance cycle for the performance-based restricted stock rights (PBRSRs) is segmented into three equal performance periods of one, two and three years. The PBRSRs earned for each performance period will vest at the end of the three-year cycle ending on December 31, 2014. PBRSRs that do not vest will be cancelled. |
(11) | The PBRSRs represent a contingent right to receive that number of shares of Ryder common stock equal to 25% to 125% of the number of PBRSRs based on the Company achieving certain threshold, target or maximum performance goals. |