SEC FORM 4 - Landing

SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Check this box if no longer subject

to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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3235 -0287

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December 31, 2014

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1. Name and Address of Reporting Person*

Dagnese Joseph M

(Last)

(First)

(Middle)

2211 OLD EARHART ROAD, SUITE 100

2. Issuer Name and Ticker or Trading Symbol

Con-way Inc. [ CNW ]

3. Date of Earliest Transaction (Month/Day/Year)

02/07/2015

5. Relationship of Reporting Person(s) to Issuer

(Check all applicable) Director

10% Owner

X

Officer (give title below)

Other (specify below)

Executive Vice President

(Street)

ANN ARBOR MI

(City)

(State)

48105

(Zip)

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable

Line)

X Form filed by One Reporting Person

Form filed by More than One Reporting Person

1. Title of Security (Instr. 3)

Common Stock Common Stock

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

2. Transaction Date (Month/Day/Year)

2A. Deemed Execution Date, if any (Month/Day/Year)

3. Transaction Code (Instr. 8)

4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)

Code V Amount

(A) or (D)

Price

5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)

02/07/2015

F

1,500 (1) D $43.21

14,837

02/09/2015

A

8,257 (2) A

$0

23,094 (3)

6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7. Nature of Indirect Beneficial Ownership (Instr. 4)

D D

Common Stock

09/12/2014

J V 0.0013 A $53.4332 0.5373

I

401(k)

Common Stock

12/12/2014

J V 0.0015 A $46.922

0.5388

I

401(k)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

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 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: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Amount

or

Number

Date

Expiration

of

Code V (A) (D) Exercisable Date

Title Shares

Explanation of Responses:

1. These shares were withheld to cover income taxes on a restricted stock unit award vesting.

2. These restricted stock units (RSUs) vest on the third anniversary of the grant date. The shares will be delivered to the reporting person upon vesting of the RSUs. Each RSU represents a contingent right to receive one share of common stock.

3. Includes 19,530 Restricted Stock Units granted under a Con-way Inc. Equity and Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of common stock at vesting. Since the date of the reporting person's last ownership report, he transferred 1,038 shares of common stock to his ex-wife pursuant to a domestic relations order. The reporting person no longer reports as beneficially owned any securities owned by his ex-wife.

By: Jessica Carbullido For: Joseph M. Dagnese

** Signature of Reporting Person 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).

02/10/2015

Date

[2/10/2015 4:16:50 PM]

SEC FORM 4

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 Number.

[2/10/2015 4:16:50 PM]

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