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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) | $ 53.63 | 11/14/2016 | J(2) | 3,413 | (3) | 02/10/2019 | common stock | 3,413 | $ 0 | 3,412 | D | ||||
| Stock Option (right to buy) | $ 58.21 | 11/14/2016 | J(2) | 9,290 | (4) | 02/07/2023 | common stock | 9,290 | $ 0 | 9,290 | D | ||||
| Stock Option (right to buy) | $ 71.43 | 11/14/2016 | J(2) | 9,788 | (5) | 02/06/2024 | common stock | 9,788 | $ 0 | 12,232 | D | ||||
| Stock Option (right to buy) | $ 93.51 | 11/14/2016 | J(2) | 5,891 | (6) | 02/11/2025 | common stock | 5,891 | $ 0 | 13,609 | D | ||||
| Performance-Based Restricted Stock Rights | $ 0 | 11/14/2016 | J(7) | 1,449 | (8) | (8) | common stock | 1,449 (9) | $ 0 | 2,891 | D | ||||
| Performance-Based Restricted Stock Rights | $ 0 | 11/14/2016 | J(7) | 612 | (10) | (10) | common stock | 612 (9) | $ 0 | 2,908 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| GARCIA ART A 11690 N.W. 105 STREET MIAMI, FL 33178 |
EVP & Chief Financial Officer | |||
| /s/ Julie A. Azuaje by power of attorney | 11/16/2016 | |
| **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 reporting person transferred these shares to his former spouse pursuant to a property settlement agreement. |
| (2) | The reporting person transferred the economic interest in these stock options to his former spouse, pursuant to a property settlement agreement, whom has sole discretion with respect to the exercise of the options and sale of the underlying common stock. Accordingly, the reporting person will no longer report beneficial ownership or dispositions of these securities (including acquisitions or dispositions of the underlying common stock). |
| (3) | The stock options vested in three equal installments on February 10, 2013, February 10, 2014 and February 10, 2015. |
| (4) | The stock options vested in three equal installments on February 8, 2014, February 8, 2015 and February 8, 2016. |
| (5) | The stock options vest in three equal installments on February 7, 2015, February 7, 2016 and February 7, 2017. |
| (6) | The stock options vest in three equal installments on February 12, 2016, February 12, 2017 and February 12, 2018. |
| (7) | The reporting person transferred the economic interest in these performance-based restricted stock rights (PBRSRs) to his former spouse, pursuant to a property settlement agreement, whom will receive the common stock resulting from settlement of any such PBRSRs that are earned. Accordingly, the reporting person will no longer report beneficial ownership or dispositions of these securities (including acquisitions or dispositions of the common stock covered by these PBRSRs). |
| (8) | The performance cycle for one half of the PBRSRs is segmented into three equal performance periods of one, two and three years. The performance period for the other half is segmented into three equal one-year performance periods. The PBRSRs earned for each performance period will vest at the end of the three-year cycle ending on December 31, 2016. PBRSRs that do not vest will be cancelled. |
| (9) | 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. |
| (10) | The performance cycle for one half of the PBRSRs is segmented into three equal performance periods of one, two and three years. The performance period for the other half is segmented into three equal one-year performance periods. The PBRSRs earned for each performance period will vest at the end of the three-year cycle ending on December 31, 2017. PBRSRs that do not vest will be cancelled. |