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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) | $ 15.36 | 03/11/2009 | D | 15,000 | (2) | 05/17/2016 | Common Stock | 15,000 | (1) | 0 | D | ||||
| Stock Option (right to buy) | $ 1.25 | 03/11/2009 | A | 20,000 | (3) | 03/11/2019 | Common Stock | 20,000 | (1) | 20,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Rashid Ali C/O APOLLO MANAGEMENT, L.P. 9 WEST 57TH STREET, 43RD FLOOR NEW YORK, NY 10019 |
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| /s/ Jonathan C. Gold, by power of attorney | 03/13/2009 | |
| **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) | On March 11, 2009, Quality Distribution, Inc. (the "Company") canceled an option to purchase 15,000 shares of Common Stock of the Company granted to Mr. Rashid on May 18, 2006. Mr. Rashid received a replacement option to purchase 20,000 shares of Common Stock of the Company having an exercise price equal to the closing market price of the underlying stock on March 11, 2009. |
| (2) | The canceled option provided for vesting in four equal annual installments beginning on May 19, 2007. |
| (3) | The option vests in four equal annual installments beginning on March 11, 2010. |
| Remarks: Mr. Rashid is associated with Apollo Management, L.P. (?Management?) and its affiliated investment managers. Management serves as the day-to-day manager of Apollo Investment Fund III, L.P., Apollo Overseas Partners III, L.P. and Apollo (U.K.) Partners III, L.P. (collectively, the ?Apollo Funds?), which are each record holders of certain shares of Common Stock of Quality Distribution, Inc. Mr. Rashid disclaims beneficial ownership of all securities of Quality Distribution, Inc. that may be deemed beneficially owned by the Apollo Advisors III, L.P. (the general partner of each of the Apollo Funds, ?Advisors?), AIF III Management, Inc. (the general partner of Management) and Apollo Capital Management III, Inc. (the general partner of Advisors). This report shall not be deemed an admission that Mr. Rashid is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. | |