4//SEC Filing
PETROCELLI ROBERT RAYMOND 4
Accession 0000899243-22-024335
CIK 0001724570other
Filed
Jun 26, 8:00 PM ET
Accepted
Jun 27, 9:44 PM ET
Size
10.3 KB
Accession
0000899243-22-024335
Insider Transaction Report
Form 4
PETROCELLI ROBERT RAYMOND
Chief Technology Officer
Transactions
- Disposition to Issuer
Stock Options
2022-06-23$23.96/sh−149,135$3,573,275→ 0 totalExercise: $11.54Exp: 2029-09-27→ Common Stock (149,135 underlying) - Disposition to Issuer
Common Stock
2022-06-23$35.50/sh−103,125$3,660,938→ 0 total
Footnotes (6)
- [F1]Pursuant to the Agreement and Plan of Merger, dated April 11, 2022, by and among Knockout Parent Inc., Knockout Merger Sub Inc., the Issuer, and, for certain limited purposes set forth in the Merger Agreement, Kaseya Holdings Inc. and Kaseya Inc. (the "Merger Agreement"), each share of Issuer common stock ("Common Stock") was canceled and converted into the right to receive $35.50 per share in cash without interest, subject to required withholding taxes.
- [F2]Pursuant to the Merger Agreement, each option to purchase Issuer common stock (an "Option") that was unexpired, unexercised, outstanding and vested as of immediately prior to June 23, 2022 (the "Effective Time") or that vested in accordance with its terms as a result of the consummation of the Merger and the other transactions contemplated by the Merger Agreement (the "Transactions") (a "Vested Option"), was, at the Effective Time, canceled and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of Common Stock subject to such Vested Option as of immediately prior to the Effective Time and (ii) the excess, if any, of $35.50 over the per share exercise price of such Vested Option.
- [F3]At the Effective Time, these 149,135 Options were canceled in exchange for a cash payment representing the difference between $35.50 and the exercise price of the option per share.
- [F4]Pursuant to the Merger Agreement, as of the Effective Time, each restricted stock unit of the Issuer (an "RSU") that is unexpired, unexercised, outstanding and vested as of immediately prior to the Effective Time or that vested in accordance with its terms as a result of the consummation of the Transactions (a "Vested RSU") was canceled and converted into the right to receive an amount in cash equal to the product of (i) $35.50 and (ii) the total number of shares of Common Stock subject to such Vested RSUs as of immediately prior to the Effective Time.
- [F5]Pursuant to the Merger Agreement, each RSU that was outstanding as of immediately prior to the Effective Time that was not Vested RSUs ("Unvested RSUs") was, at the Effective Time, canceled and converted into the right to receive an amount in cash equal to the product of (i) $35.50 and (ii) the total number of shares of Common Stock subject to such Unvested RSUs (the "Cash Replacement RSU Amounts"), which Cash Replacement RSU Amounts will be paid at the same time that the Unvested RSUs would have vested pursuant to their terms.
- [F6]Represents RSUs granted to the Reporting Person on December 17, 2020. These RSUs vested 25% on the first anniversary of the grant date, December 17, 2020, and quarterly thereafter at a rate of 6.25% as long as such Reporting Person continues to be employed as of each respective vesting date. At the Effective Time, the 103,125 Unvested RSUs were canceled and converted into the right to receive a cash payment which represents $35.50 for each outstanding Unvested RSU, which will vest and be payable at the same time as the Unvested RSUs for which such cash amount was exchanged.
Documents
Issuer
DATTO HOLDING CORP.
CIK 0001724570
Entity typeother
Related Parties
1- filerCIK 0001829117
Filing Metadata
- Form type
- 4
- Filed
- Jun 26, 8:00 PM ET
- Accepted
- Jun 27, 9:44 PM ET
- Size
- 10.3 KB