4//SEC Filing
Honda Diane 4
Accession 0000899243-18-003981
CIK 0001348334other
Filed
Feb 13, 7:00 PM ET
Accepted
Feb 14, 7:27 PM ET
Size
15.2 KB
Accession
0000899243-18-003981
Insider Transaction Report
Form 4
Honda Diane
VP, General Counsel, Secretary
Transactions
- Disposition to Issuer
Common Stock
2018-02-12−8,252→ 82,813 total - Disposition to Issuer
Common Stock
2018-02-12−82,813→ 0 total - Disposition to Issuer
Employee Stock Option (right to buy)
2018-02-12−43,229→ 0 totalExercise: $12.66Exp: 2022-11-20→ Common Stock (43,229 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2018-02-12−5,833→ 0 totalExercise: $19.62Exp: 2023-10-10→ Common Stock (5,833 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2018-02-12−10,000→ 0 totalExercise: $17.13Exp: 2026-05-25→ Common Stock (10,000 underlying)
Footnotes (6)
- [F1]Pursuant to the Agreement and Plan of Merger between the Issuer, Project Deep Blue Holdings, LLC, and Project Deep Blue Merger Corp. dated November 26, 2017 (the "Merger Agreement"), each share of Issuer common stock was exchanged for $27.55 in cash.
- [F2]The reported shares are represented by restricted stock units, or RSUs, which vest as follows: (i) 7,500 RSUs vest in two equal annual installments beginning on May 1, 2018; (ii) 22,500 RSUs vest in three equal annual installments beginning on June 1, 2018; (iii) 50,000 RSUs vest in four equal annual installments beginning on June 1, 2018; (iv) 1,563 RSUs vest on July 1, 2018; and (v) 1,250 RSUs vest on November 1, 2018.
- [F3]Pursuant to the Merger Agreement, the unvested RSUs were cancelled and converted into the contingent right to receive a cash payment of $2,281,498.10, which represents $27.55 for each outstanding unvested unit which will vest and be payable at the same time as the unvested RSUs for which such cash amount was exchanged would have vested pursuant to its terms.
- [F4]Shares subject to the option are fully vested. Pursuant to the Merger Agreement, the option was cancelled and converted into the right to receive a cash payment of $643,679.81, which represents the difference between $27.55 and the exercise price of the option per share.
- [F5]Shares subject to the option are fully vested. Pursuant to the Merger Agreement, the option was cancelled and converted into the right to receive a cash payment of $46,255.69, which represents the difference between $27.55 and the exercise price of the option per share.
- [F6]The option provided for vesting in sixteen equal quarterly installments beginning on August 25, 2016. Pursuant to the Merger Agreement, the 3,750 vested options were cancelled and converted into the right to receive a cash payment of $39,075.00 which represents the difference between $27.55 and the exercise price of the option per share. The remaining 6,250 unvested options were cancelled and converted into the contingent right to receive a cash payment of $65,125.00, which represents the difference between $27.55 and the exercise price of the option per share for each outstanding unvested option which will vest and be payable at the same time as the unvested options for which such cash amount was exchanged would have vested pursuant to its terms.
Documents
Issuer
BARRACUDA NETWORKS INC
CIK 0001348334
Entity typeother
Related Parties
1- filerCIK 0001483178
Filing Metadata
- Form type
- 4
- Filed
- Feb 13, 7:00 PM ET
- Accepted
- Feb 14, 7:27 PM ET
- Size
- 15.2 KB