4//SEC Filing
Bastone Bronwen 4
Accession 0001104659-25-036890
CIK 0001868912other
Filed
Apr 20, 8:00 PM ET
Accepted
Apr 21, 5:01 PM ET
Size
13.9 KB
Accession
0001104659-25-036890
Insider Transaction Report
Form 4
Enfusion, Inc.ENFN
Bastone Bronwen
Chief People Officer
Transactions
- Disposition to Issuer
Class A Common Stock
2025-04-21−161,893→ 35,294 total - Disposition to Issuer
Class A Common Stock
2025-04-21−35,294→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2025-04-21−10,000→ 0 totalExercise: $9.86→ Class A Common Stock (10,000 underlying) - Disposition to Issuer
Class A Common Stock
2025-04-21−15,864→ 197,187 total
Footnotes (8)
- [F1]Disposed of pursuant to the Agreement and Plan of Merger, dated as of January 10, 2025 (the "Merger Agreement"), by and among Clearwater Analytics Holdings, Inc. (the "Parent"), Poseidon Acquirer, Inc., a direct, wholly-owned subsidiary of the Parent, Poseidon Merger Sub I, Inc., a wholly-owned subsidiary of the Parent, Poseidon Merger Sub II, LLC, an indirect subsidiary of the Parent, Enfusion, Inc. ("Enfusion"), and Enfusion Ltd. LLC, a subsidiary of Enfusion.
- [F2]Under the terms of the Merger Agreement, each eligible share of Enfusion's Class A common stock, par value $0.001 per share (the "Common Stock"), issued and outstanding was converted into the right to receive, at the election of the holder of such share of Common Stock, and subject to proration in accordance with the Merger Agreement: (i) cash in an amount equal to $5.85 and (ii) a number of shares of Class A common stock of the Parent, par value $0.001 per share (the "Parent Common Stock") equal to the Per Share Parent Stock Amount (as defined in the Merger Agreement) (the "Per Share Mixed Consideration"); (ii) a number of shares of Parent Common Stock equal to the Exchange Ratio (the "Per Share Stock Consideration"); or (iii) cash in an amount equal to the Aggregate Consideration Per Share (as defined in the Merger Agreement) (the "Per Share Cash Consideration").
- [F3]Represents (i) shares of Common Stock, which were converted into the right to receive the merger consideration, at the election of the holder of such share of Common Stock; and (ii) shares underlying restricted stock units ("RSUs") of Enfusion, which were converted into Parent RSUs equal to the product of (a) the number of shares of Common Stock subject to each Enfusion RSU multiplied by (b) the Exchange Ratio.
- [F4]Due to an inadvertent administrative error the amount of securities beneficially owned previously reported was overstated by 8,824 shares.
- [F5]Represents shares of Common Stock underlying unvested RSUs of Enfusion, which were converted into Parent RSUs equal to the product of (a) the number of shares of Common Stock subject to each Enfusion RSU multiplied by (b) the Exchange Ratio.
- [F6]Represents shares of Common Stock underlying performance stock units, which were cancelled for no consideration.
- [F7]As a result of the consummation of the transactions contemplated Merger Agreement, the Reporting Person ceased to be the beneficial owner of any securities of Enfusion. This Form 4 constitutes an exit filing by the Reporting Person.
- [F8]Under the terms of the Merger Agreement, each option to purchase shares of Common Stock with a per share exercise price that is less than the Per Share Cash Consideration (an "In-the-Money Option"), whether vested or unvested, was cancelled in exchange for the right of the holder to receive an amount in cash equal to the product of (i) the number of shares of Common Stock subject to such In-the-Money Option, multiplied by (ii) the excess of the Per Share Cash Consideration over the exercise price of such In-the-Money Option, less applicable tax withholding.
Documents
Issuer
Enfusion, Inc.
CIK 0001868912
Entity typeother
Related Parties
1- filerCIK 0001927636
Filing Metadata
- Form type
- 4
- Filed
- Apr 20, 8:00 PM ET
- Accepted
- Apr 21, 5:01 PM ET
- Size
- 13.9 KB