Thomas Elizabeth Amegan 4
4 · NIC INC · Filed Apr 22, 2021
Insider Transaction Report
Form 4
NIC INCEGOV
Thomas Elizabeth Amegan
Chief of Staff
Transactions
- Disposition to Issuer
Common Stock
2021-04-21−11,075→ 0 total - Disposition to Issuer
Common Stock
2021-04-21$34.00/sh−15,549$528,666→ 0 total - Disposition to Issuer
Common Stock
2021-04-21−627→ 0 total
Footnotes (3)
- [F1]Pursuant to an Agreement and Plan of Merger, dated as of February 9, 2021 (the "Merger Agreement"), by and among NIC Inc., a Delaware corporation ( "Issuer"), Tyler Technologies, Inc., a Delaware corporation ("Parent") and Topos Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into Issuer, with Issuer continuing as the surviving corporation in the merger as a wholly-owned subsidiary of Parent. Pursuant to the Merger Agreement, at the effective time of the merger, these shares of Issuer common stock were cancelled and converted into the right to receive $34.00 in cash per share (the "Merger Consideration").
- [F2]Pursuant to the Merger Agreement, at the effective time of the merger, each time-based restricted stock award held by the Reporting Person was converted into a Parent restricted stock award on the same terms and conditions (including those relating to accelerated vesting upon a termination of employment in connection with or following the effective time of the merger) as applicable to such assumed restricted stock award immediately prior to the effective time of the merger, as converted into a number of shares of Parent common stock of equivalent value at the effective time of the merger.
- [F3]The Reporting Person's accumulated payroll deduction was used to purchase shares of NIC Inc. common stock in accordance with the terms of the NIC Inc. Employee Stock Purchase Plan (the "NIC ESPP") on the earlier of the scheduled purchase date for such current ESPP offering period and immediately prior to the effective time and the NIC ESPP was terminated immediately prior to the effective time. Pursuant to the Merger Agreement, at the effective time of the merger, these shares of Issuer common stock were cancelled and converted into the right to receive the Merger Consideration.