4//SEC Filing
DALY STEPHEN M. 4
Accession 0000950170-24-127260
CIK 0001841804other
Filed
Nov 13, 7:00 PM ET
Accepted
Nov 14, 5:49 PM ET
Size
6.4 KB
Accession
0000950170-24-127260
Insider Transaction Report
Form 4
DALY STEPHEN M.
DirectorChief Executive Officer
Transactions
- Disposition to Issuer
Common Stock, $0.01 par value per share
2024-11-13$23.60/sh−1,784,358$42,110,849→ 0 total
Footnotes (2)
- [F1]Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated July 25, 2024, by and among the Issuer, Icon Acquisition Sub Inc. ("Merger Sub") and Icon Parent Inc. ("Parent"), Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Parent, and at the time of the Merger (the "Effective Time") each issued and outstanding share of the Issuer's Common Stock, par value $0.01 per share (the "Common Stock"), owned by the Reporting Person was cancelled and converted into the right to receive $23.60 per share in cash without interest thereon (the "Per Share Price").
- [F2]The shares of Common Stock reported as disposed by the Reporting Person include (i) 380,749 restricted stock units of the Issuer, which, pursuant to the Merger Agreement, were, at the Effective Time, automatically cancelled and replaced with a right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (a) the Per Share Price and (b) the number of shares of Common Stock subject to such RSUs as of immediately prior to the Effective Time and (ii) 127,119 unvested restricted stock units of the Issuer which, pursuant to an agreement entered into by the Reporting Person, were, immediately prior to the Effective Time, forfeited in consideration for the Reporting Person's continued employment with Parent and its affiliates following the Effective Time.
Documents
Issuer
INSTRUCTURE HOLDINGS, INC.
CIK 0001841804
Entity typeother
Related Parties
1- filerCIK 0001862662
Filing Metadata
- Form type
- 4
- Filed
- Nov 13, 7:00 PM ET
- Accepted
- Nov 14, 5:49 PM ET
- Size
- 6.4 KB