Cummins Form 8-K

 

 

UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, DC  20549

  

FORM 8-K

  

CURRENT REPORT

  

PURSUANT TO SECTION 13 OR 15(d) OF THE

  SECURITIES EXCHANGE ACT OF 1934

  

Date of Report (Date of earliest event reported):   November 21, 2014

 

  CUMMINS INC.

 (Exact name of registrant as specified in its charter)

  

Indiana

 (State or other Jurisdiction of

 Incorporation)

1-4949

 (Commission File Number)

35-0257090

 (I.R.S. Employer Identification

  No.)

 

500 Jackson Street

 P. O. Box 3005

 Columbus, IN  47202-3005

 (Principal Executive Office)  (Zip Code)

Registrant's telephone number, including area code:  (812) 377-5000

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

  

 

[ ]

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

[ ]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

[ ]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

[ ]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 


 

 

Item 8.01        Other Events

 

On November 21, 2014, Richard J. Freeland, President and Chief Operating Officer of Cummins Inc. (the “Company”), entered into a pre-arranged stock trading plan (the “Freeland 10b5-1 Plan”) to sell a limited number of his shares of the Company’s common stock, par value $2.50 per share (“Common Stock”).  On November 24, 2014, Jill E. Cook, Vice President and Chief Human Resources Officer of the Company, entered into a pre-arranged stock trading plan (the “Cook 10b5-1 Plan” and, together with the Freeland 10b5-1 Plan, the “Plans”) to sell a limited number of her shares of the Company’s Common Stock.  

 

The Freeland 10b5-1 Plan allows for the sale of a maximum of 5,000 shares of Common Stock at a specified market price commencing sixty days after adoption of the Freeland 10b5-1 Plan and continuing until all 5,000 shares are sold or November 21, 2015, whichever occurs first.  Based on his current ownership of Common Stock, if all of the 5,000 shares of Common Stock subject to the Freeland 10b5-1 Plan were sold, Mr. Freeland would beneficially own approximately 25,514 shares of Common Stock. 

 

The Cook 10b5-1 Plan allows for the sale of a maximum of 5,000 shares of Common Stock at specified market prices commencing sixty days after adoption of the Cook 10b5-1 Plan and continuing until all 5,000 shares are sold or November 24, 2015, whichever occurs first.  Based on her current ownership of Common Stock, if all of the 5,000 shares of Common Stock subject to the Cook10b5-1 Plan were sold, Ms. Cook would beneficially own approximately 16,131 shares of Common Stock. 

 

The Plans were designed to comply with the Company’s insider trading policies and the guidelines specified in Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, as amended, which permit an officer or director to enter into a pre-arranged plan for buying or selling Company stock at a time when the officer or director is not in possession of material, nonpublic information about the Company.  Mr. Freeland and Ms. Cook will continue to be subject to the Company’s stock ownership guidelines, and the sales contemplated by the Plans will not reduce Mr. Freeland’s or Ms. Cook’s ownership of Common Stock below the levels required by the guidelines.

 

All sales of Common Stock under the Plans will be disclosed publicly in accordance with applicable securities laws, rules and regulations through appropriate filings with the U.S. Securities and Exchange Commission. 

 

SIGNATURE

            Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     

 

CUMMINS INC.

 

 

 

 

 

 

Dated:  December 3, 2014

By:                  /s/ Marsha L. Hunt                    

 

            Marsha L. Hunt

 

            Vice President - Corporate Controller