UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of ~~Earliest~~earliest ~~Event~~event ~~Reported~~reported): October 1718, 2022

PING IDENTITY HOLDING CORP.

(Exact name of ~~Registrant~~registrant as specified in its ~~Charter~~charter)

Delaware	001-39056	81-2933383
(State or other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1001 17th Street, Suite 100
Denver, CO 80202

(Address of principal executive offices)

Telephone: (303) 468-2900

(Registrant’s ~~telephone number~~ Telephone Number, ~~including area code~~ Including Area Code)

Not Applicable

(Former ~~name~~ Name or ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since~~Since Last ~~last report~~Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchangeon which registered
Title of Each Class:	Trading Symbol:	Name of Each Exchange on Which Registered:
Common stock, $.001 par value per share	PING	The New York Stock Exchange
Common Stock, $0.001 par value per share	PING	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

~~Item~~Introductory ~~5.07. Submission of Matters to a Vote of Security Holders.~~Note

AtThis aCurrent ~~special~~Report ~~meeting~~on ofForm 8-K ~~stockholders~~is ofbeing ~~Ping~~filed ~~Identity~~in ~~Holding~~connection ~~Corp.~~with (the ~~“Company”~~completion of the previously announced Merger (as described below) ~~held~~pursuant onto ~~October~~that 17certain Agreement and Plan of Merger, dated as of August 2, 2022 (the “~~Special~~Merger ~~Meeting~~Agreement”), ~~the~~by ~~Company’s~~and ~~stockholders~~among ~~voted~~Ping toIdentity ~~approve the~~Holding ~~Company’s~~Corp., ~~pending~~a ~~acquisition~~Delaware bycorporation ~~affiliates~~(“Ping” or ofthe ~~Thoma~~“Company”), ~~Bravo~~Project Polaris Holdings, ~~L.P.~~LP, Asa ofDelaware ~~the~~limited ~~date~~partnership of(“Parent”), ~~this~~and ~~Current~~Project ~~Report~~Polaris onMerger ~~Form 8-K~~Sub, ~~the~~Inc., ~~transaction~~a isDelaware ~~expected~~corporation toand ~~close~~a onwholly ~~October~~owned ~~18,~~subsidiary ~~2022,~~of asParent ~~described~~(“Merger inSub”). Parent ~~the~~and ~~Company’s~~Merger ~~proxy statement~~Sub ~~for~~are ~~the~~affiliates ~~Special~~of ~~Meeting~~Thoma ~~filed~~Bravo ~~with~~Fund ~~the~~XV, UL.SP., ~~Securities~~a ~~and~~Delaware ~~Exchange~~limited ~~Commission~~partnership ~~on September 16, 2022~~ (the “~~Proxy Statement~~Fund”)., and private equity fund managed by Thoma Bravo, L.P.

AtOn ~~the Special Meeting~~October 18, 2022 (the ~~Company’s~~“Closing ~~stockholders~~Date”), pursuant ~~voted~~to on the ~~proposals~~ ~~listed~~Merger ~~below~~Agreement, ~~which~~Merger ~~are~~Sub ~~described~~merged inwith ~~detail~~and ininto the ~~Proxy~~Company ~~Statement.~~(the ~~The~~“Merger”), ~~final~~with ~~results~~the ~~for~~Company surviving the ~~votes~~Merger ~~regarding~~as ~~each~~a ~~proposal are~~wholly ~~set~~owned ~~forth~~subsidiary ~~below.~~of ~~There~~Parent ~~were~~(the no“Surviving ~~recorded broker non-votes~~Corporation”).

~~Proposal~~Item 1:.02 ~~The~~Termination ~~Merger~~of ~~Proposal~~a Material Definitive Agreement.

ToThe ~~adopt~~information ~~the~~set ~~Agreement~~forth ~~and~~under ~~Plan~~Item ~~of Merger, dated as of August~~ 2, 2022 (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, Project Polaris Holdings, LP, a Delaware limited partnership (“Parent”), and Project Polaris Merger Sub, Inc.,01 ~~a Delaware corporation and a wholly owned subsidiary~~ of ~~Parent~~this ~~(“Merger~~Current ~~Sub”).~~Report ~~Pursuant~~on toForm 8-K ~~the~~is ~~terms~~incorporated ofby ~~the~~reference ~~Merger Agreement, Merger Sub will merge with and~~ into ~~the~~this ~~Company,~~Item ~~with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the “Merger”)~~1.02.

~~The~~Concurrently ~~following~~with ~~votes~~the ~~were~~closing ~~cast~~of atthe Merger, the ~~Special~~Company ~~Meeting~~terminated ~~(in~~that ~~person~~certain ~~or by~~Credit ~~proxy)~~Agreement, dated as of November 23, 2021, by and among the ~~proposal~~Company, ~~was~~Roaring ~~approved:~~Fork Intermediate, LLC, Bank of America, N.A., Royal Bank of Canada and Wells Fargo Securities, LLC and concurrently repaid all advances and other obligations outstanding thereunder.

Votes For		Votes Against			Abstentions
68,659,334		15,791			19,812

Item 2.01 Completion of Acquisition or Disposition of Assets.

~~Proposal~~The 2:information ~~The~~set ~~Compensation~~forth ~~Proposal~~in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

ToAt ~~approve~~the effective time of the Merger (the “Effective Time”), onsubject anto ~~advisory~~the terms and conditions of the Merger Agreement, ~~non-binding~~(i) each ~~basis~~share of common stock of the Company, par value $0.001 per share (“Company Common Stock”), that was issued and outstanding immediately prior to the ~~compensation~~Effective Time (other than any shares of Company Common Stock that were held by the ~~may~~Company beas ~~paid~~treasury stock or ~~may~~owned ~~become~~by ~~payable~~Parent, toMerger ~~the~~Sub or any other subsidiaries thereof, or any shares of Company’s ~~named~~Common ~~executive~~Stock ~~officers~~as to which appraisal rights have been properly exercised in ~~connection~~accordance with Delaware law) was cancelled, extinguished and converted into the right to receive $28.50 in cash, without interest (the “Per Share Price”), and (ii) each share of Company Common Stock that was held by the Company as treasury stock or owned by Parent, Merger Sub or any other subsidiaries thereof, in each case, as of immediately prior to the Effective Time, was cancelled and extinguished without any conversion thereof or consideration paid therefor.

~~The~~In ~~following~~addition, ~~advisory~~pursuant ~~votes~~to ~~were cast at~~ the ~~Special~~Merger ~~Meeting~~Agreement, ~~(in~~at ~~person or by proxy) and~~ the ~~non-binding~~Effective ~~proposal was approved~~Time:

Votes For		Votes Against			Abstentions
61,135,160		5,276,455			2,283,322

each Company stock option that was outstanding as of immediately prior to the Effective Time with an exercise price per share less than the Per Share Price, whether vested or unvested (a “Company Option”), was, at the Effective Time, cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the number of shares of Company Common Stock subject to such Company Option as of immediately prior to the Effective Time and (ii) the excess, if any, of the Per Share Price over the per share exercise price of such Company Option;

~~The~~· ~~proposal~~each toCompany ~~approve~~Option ~~the~~with ~~adjournment of~~an ~~the~~exercise ~~Special~~price ~~Meeting~~per toshare aequal ~~later~~to ~~date~~ or ~~dates,~~greater ifthan ~~necessary or appropriate, to solicit additional proxies if there were insufficient votes to adopt~~ the ~~Merger~~Per ~~Agreement,~~Share Price was ~~not~~cancelled ~~voted upon~~ at the ~~Special~~Effective ~~Meeting~~Time ~~since~~for ~~there~~no ~~were sufficient votes to approve proposal 1.~~consideration;

~~Safe~~· ~~Harbor~~each ~~for~~award ~~Forward-Looking~~of ~~Statements~~restricted stock units (“Company RSUs”) of the Company that was outstanding and vested as of immediately prior to the Effective Time or that vested in accordance with its terms (a “Vested Company RSU”) as a result of the consummation of the transactions contemplated by the Merger Agreement (the “Transactions”) was, at the Effective Time, cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the Per Share Price and (ii) the total number of shares of Company Common Stock subject to such Vested Company RSU as of immediately prior to the Effective Time;

~~This~~· ~~Current~~each ~~Report~~award onof ~~Form 8-K contains and the~~ Company~~’s other~~ ~~filings~~RSUs ~~and press releases may contain forward-looking statements, which include all statements~~ that dowas ~~not~~outstanding ~~relate solely to historical or current facts, such~~ as statements regarding our expectations, intentions or strategies regarding the future. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “aim,” “potential,” “continue,” “ongoing,” “goal,” “can,” “seek,” “target” or the negative of ~~these~~immediately ~~terms~~prior or other similar expressions, although not all forward-looking statements contain these words. These forward-looking statements are based on management’s beliefs, as well as assumptions made by, and information currently available to, the ~~Company.~~Effective ~~Because~~Time such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected and are subject to a number of known and unknown risks and uncertainties, including: (i) the risk that ~~the~~was ~~proposed Merger may~~ not ~~be completed in~~ a ~~timely~~Vested ~~manner or at all, which may adversely affect the~~ Company’s ~~business~~RSU ~~and~~(an ~~the~~“Unvested ~~price of the~~ Company ~~Common Stock; (ii~~RSU”) ~~the failure to satisfy any of the conditions to the consummation of the proposed transaction; (iii) the occurrence of any event~~was, ~~change~~at ~~or other circumstance or condition that could give rise to~~ the ~~termination~~Effective ~~of the Merger Agreement~~Time, ~~including~~cancelled in circumstances requiring the Company to pay a termination fee; (iv) the effect of the announcement or pendency of the proposed transaction on the Company’s business relationships, operating results and ~~business~~converted ~~generally;~~into ~~(v) risks that the proposed transaction disrupts the Company’s current plans~~ and ~~operations;~~became ~~(vi)~~ the ~~Company’s~~right ~~ability~~ to ~~retain~~receive ~~and~~an ~~hire~~amount ~~key personnel~~in ~~and~~cash ~~maintain~~(without ~~relationships~~interest ~~with key business partners~~ and ~~customers,~~subject ~~and~~to ~~others~~applicable ~~with~~withholding ~~whom it does business, in light of the proposed transaction; (vii~~taxes) ~~risks~~equal ~~related~~ to ~~diverting management’s attention from~~ the ~~Company’s~~product ~~ongoing~~of ~~business operations;~~ (~~viii~~i) ~~unexpected costs, charges or expenses resulting from~~ the ~~proposed~~Per ~~Merger;~~Share ~~(ix)~~Price ~~potential~~ and ~~ongoing litigation~~ (~~including the Merger Actions~~ii) ~~relating to~~ the ~~Merger~~total ~~that~~number ~~could be or has been instituted against the parties to the Merger Agreement or their respective directors, managers or officers, including the effects~~ of ~~any~~shares ~~outcomes related thereto; (x) continued availability~~ of ~~capital and financing and rating agency actions; (xi) certain restrictions during the pendency of the Merger that may impact the~~ Company’s ~~ability~~Common toStock ~~pursue~~subject ~~certain business opportunities or strategic transactions; (xii) unpredictability and severity of catastrophic events, including but not limited~~ to ~~acts~~such ofUnvested ~~terrorism,~~Company ~~war~~RSU ~~or hostilities or the COVID-19 pandemic,~~ as ~~well~~ asof ~~management’s~~immediately ~~response~~prior to ~~any of~~ the ~~aforementioned~~Effective ~~factors;~~Time (~~xiii)~~ the ~~impact~~“Cash ofReplacement ~~adverse~~Company ~~general~~RSU ~~and industry-specific economic and market conditions~~Amounts”), ~~including~~which ~~any~~Cash ~~impact~~Replacement ~~from~~Company ~~ongoing~~RSU ~~conflict~~Amounts ~~in Ukraine and Russia~~will, ~~and~~subject ~~reductions in IT and identity spending; (xiv) uncertainty as~~ to ~~timing of completion of~~ the ~~proposed Merger; and (xv) other risks described in the Company~~holder’s ~~filings~~ ~~with~~continued ~~the~~service ~~SEC,~~through ~~such risks and uncertainties described under~~ the ~~headings~~applicable ~~“Forward-Looking~~vesting ~~Statements~~dates,~~” “Risk~~ ~~Factors”~~generally ~~and~~vest ~~other sections of the Company’s Annual Report on Form 10-K filed with the SEC on February 24, 2022, the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 4, 2022,~~ and ~~subsequent filings. While the list of risks and uncertainties presented here is, and the discussion of risks and uncertainties to~~ be ~~presented~~payable inat the ~~information statement~~same ~~will~~time be, considered representative, no such list or discussion should be considered a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as ~~compared with those anticipated in~~ the ~~forward-looking~~Company ~~statements could~~RSUs ~~include,~~for ~~among other things, business disruption, operational problems, financial loss, and legal liability to third parties and similar risks, any of~~ which ~~could have a material adverse effect on~~ the ~~completion~~Cash ofReplacement ~~the Merger and/or the~~ Company~~’s consolidated~~ ~~financial~~RSU ~~condition,~~Amounts ~~results~~were ofexchanged ~~operations,~~would ~~credit~~have ~~rating~~vested orand ~~liquidity.~~been ~~The~~payable ~~forward-looking~~pursuant ~~statements speak only as of the date they are made. The Company undertakes no obligation~~ to ~~update~~their ~~any forward-looking statements, whether as a result of new information, future events or otherwise.~~terms;

~~Item~~· ~~9.01.~~each ~~Financial~~award ~~Statements~~of performance-based restricted stock units of the Company (“Company PSUs”) that was outstanding and ~~Exhibits.~~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 (including any Company PSUs for which the applicable vesting condition was met prior to or as a result of the consummation of the Transactions) (a “Vested Company PSU”) was, at the Effective Time, cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the Per Share Price and (ii) the total number of shares of Company Common Stock subject to such Vested Company PSU as of immediately prior to the Effective Time; and

· each award of Company PSUs that was outstanding as of immediately prior to the Effective Time that was not a Vested Company PSU (dan “Unvested Company PSU”) ~~Exhibits~~was, at the Effective Time, cancelled and converted into and became the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the Per Share Price and (ii) the total number of shares of Company Common Stock subject to such Unvested Company PSU immediately prior to the Effective Time with any performance metrics deemed achieved at target levels of performance (the “Cash Replacement Company PSU Amounts”). All Cash Replacement Company PSU Amounts will, subject to the holder’s continued service through the applicable vesting dates, generally vest and be payable at the same time as the Company PSUs for which the Cash Replacement Company PSU Amounts were exchanged and would have vested and been payable pursuant to their terms.

Exhibit Number		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

The foregoing description of the Merger and the Merger Agreement, and the other transactions contemplated thereby, does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) on August 2, 2022, which is incorporated herein by reference.

~~SIGNATURES~~Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

~~Pursuant~~The toinformation ~~the~~set ~~requirements~~forth ofin the ~~Securities~~Introductory ~~Exchange~~Note ~~Act~~and ofItem ~~1934, the~~2.01 ~~registrant has duly caused~~ of this ~~report~~Current toReport ~~be signed~~ on ~~its~~Form 8-K ~~behalf~~is incorporated by ~~the~~reference ~~undersigned~~into ~~hereunto~~this ~~duly~~Item ~~authorized~~3.01.

	Ping Identity Holding Corp.
Dated: October 17, 2022	By:	/s/ Shalini Sharma
		Name: Shalini Sharma
		Title: Chief Legal Officer

On the Closing Date, the Company (i) notified the New York Stock Exchange (“NYSE”) of the consummation of the Merger and (ii) requested that NYSE file with the SEC a Form 25 Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, to delist and deregister the shares of Company Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon effectiveness of the Form 25, the Company intends to file with the SEC a Certification and Notice of Termination on Form 15 to deregister the Company Common Stock and suspend the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act. Trading of the Company Common Stock on NYSE was halted prior to the opening of trading on the Closing Date.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note and Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

As a result of the Merger, each share of Company Common Stock that was issued and outstanding immediately prior to the Effective Time (except as described in Item 2.01 of this Current Report on Form 8-K) was converted, at the Effective Time, into the right to receive the Per Share Price. Accordingly, at the Effective Time, the holders of such shares of Company Common Stock ceased to have any rights as stockholders of the Company, other than the right to receive the Per Share Price.

Item 5.01 Change in Control of Registrant.

The information set forth in the Introductory Note and Items 2.01, 3.03 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

As a result of the Merger, at the Effective Time, a change of control of the Company occurred, and the Company became a wholly-owned subsidiary of Parent.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

As a result of the Merger, at the Effective Time, David A. Breach, Michael Fosnaugh, Martin Taylor, Rod Aliabadi, Andre Durand, Diane Gherson, Paul Martin, John McCormack, Yancey L. Spruill, Vikram Verma and Anil Arora each resigned from the Board of Directors of the Company (the “Board”) and from any and all committees of the Board on which they served and ceased to be directors of the Company, and the directors of the Merger Sub immediately prior to the Effective Time were appointed as directors of the Company.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

Pursuant to the Merger Agreement, at the Effective Time, the Third Amended and Restated Certificate of Incorporation of the Company was amended and restated in its entirety to be in the form of the certificate of incorporation attached to the Merger Agreement (the “Certificate of Incorporation”). In addition, at the Effective Time, the Amended and Restated Bylaws of the Company, as in effect immediately prior to the Effective Time, were amended and restated in their entirety to be in the form of the bylaws attached to the Merger Agreement (the “Bylaws”).

Copies of the Certificate of Incorporation and the Bylaws are filed as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

Item 8.01 Other Events

On October 18, 2022, the Company issued a press release announcing the closing of the Merger. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference in its entirety herein.

Item 9.01 Financial Statements and Exhibits

Exhibits

Exhibit No.		Description
2.1*		Agreement and Plan of Merger, by and among Ping Identity Holding Corp., Project Polaris Holdings, LP and Project Polaris Merger Sub, Inc., dated as of August 2, 2022 (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on August 2, 2022).
3.1		Fourth Amended and Restated Certificate of Incorporation of the Company, effective October 18, 2022.
3.2		Second Amended and Restated Bylaws of the Company, effective October 18, 2022.
99.1		Press Release, dated as of October 18, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

*All schedules to the Merger Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PING IDENTITY HOLDING CORP.

Date: October 18, 2022	By:	/s/ Shalini Sharma
		Name: Shalini Sharma
		Title: Chief Legal Officer

Filing Compare · Ping Identity Holding Corp.