4//SEC Filing
BERGSTROM RYAN NORMAN 4
Accession 0000950170-25-054373
CIK 0001839439other
Filed
Apr 14, 8:00 PM ET
Accepted
Apr 15, 6:01 PM ET
Size
18.3 KB
Accession
0000950170-25-054373
Insider Transaction Report
Form 4
PAYCOR HCM, INC.PYCR
BERGSTROM RYAN NORMAN
See Remarks
Transactions
- Disposition to Issuer
Common Stock
2025-04-14$22.50/sh−347,460$7,817,850→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2025-04-14−85,160→ 0 totalExercise: $23.00Exp: 2031-07-20→ Common Stock (85,160 underlying) - Disposition to Issuer
Common Stock
2025-04-14−68,711→ 0 total - Award
Common Stock
2025-04-14+68,711→ 68,711 total - Disposition to Issuer
Stock Option (Right to Buy)
2025-04-14−70,054→ 0 totalExercise: $29.56Exp: 2032-10-01→ Common Stock (70,054 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2025-04-14−57,615→ 0 totalExercise: $22.83Exp: 2033-10-01→ Common Stock (57,615 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2025-04-14$3.06/sh−19,235$58,859→ 0 totalExercise: $19.44Exp: 2034-04-01→ Common Stock (19,235 underlying)
Footnotes (6)
- [F1]Pursuant to the Agreement and Plan of Merger, dated as of January 7, 2025 (the "Merger Agreement"), by and among the Issuer, Paychex, Inc. ("Parent"), and Skyline Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of the Issuer's common stock, par value $0.001 per share ("Common Stock"), owned by the reporting person immediately prior to the Effective Time was automatically cancelled and converted into the right to receive $22.50 per share in cash, without interest (the "Per Share Price").
- [F2]The shares of Common Stock reported as disposed by the reporting person include in the aggregate 271,164 shares underlying unvested restricted stock awards and unvested restricted stock units ("Company Stock Awards") which, pursuant to the Merger Agreement, were, at or immediately prior to the Effective Time, exchanged for a number of shares of restricted stock and restricted stock units, as applicable, of Parent subject to the same terms and conditions as were applicable to such Company Stock Awards immediately prior to the Effective Time.
- [F3]Represents a deemed acquisition of shares of Common Stock underlying unvested performance-based restricted stock units ("PSUs") based on the actual level of performance as of the Effective Time, as determined in good faith by the Compensation and Benefits Committee of the Board of Directors of the Issuer, as provided under the terms of the Merger Agreement.
- [F4]Pursuant to the Merger Agreement, at or immediately prior to the Effective Time, each PSU was exchanged for a number of restricted stock units of Parent, subject to the same terms and conditions (excluding any performance-based vesting conditions) as were applicable to such PSUs immediately prior to the Effective Time.
- [F5]Pursuant to the Merger Agreement, this stock option was, at the Effective Time, automatically cancelled for no consideration.
- [F6]Pursuant to the Merger Agreement, this stock option was, at or immediately prior to the Effective Time, cancelled and converted into the right to receive an amount in cash equal to (i) the excess of the Per Share Price over the exercise price of such stock option, multiplied by (ii) the number of shares of Common Stock subject to such stock option (assuming full vesting of such stock option).
Documents
Issuer
PAYCOR HCM, INC.
CIK 0001839439
Entity typeother
Related Parties
1- filerCIK 0001857829
Filing Metadata
- Form type
- 4
- Filed
- Apr 14, 8:00 PM ET
- Accepted
- Apr 15, 6:01 PM ET
- Size
- 18.3 KB