4//SEC Filing
Johnson Omar 4
Accession 0001562180-23-005542
CIK 0001747748other
Filed
Jun 27, 8:00 PM ET
Accepted
Jun 28, 9:10 PM ET
Size
6.8 KB
Accession
0001562180-23-005542
Insider Transaction Report
Form 4
Johnson Omar
Director
Transactions
- Disposition to Issuer
Class A Common Stock
2023-06-28−27,843→ 0 total
Footnotes (3)
- [F1]Pursuant to the Agreement and Plan of Merger, dated March 12, 2023 (the "Merger Agreement"), by and among Qualtrics International Inc., a Delaware corporation ("Issuer"), Quartz Holdco, LLC, a Delaware limited liability company ("Parent") and Quartz MergerCo, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), on June 28, 2023, Merger Sub merged with and into Issuer, with Issuer surviving the merger as a wholly owned subsidiary of Parent (the "Merger").
- [F2]At the effective time of the Merger (the "Effective Time"), each then outstanding share of Issuer Class A common stock, par value $0.0001 per share ("Class A Common Stock") and Issuer Class B common stock, par value $0.0001 per share ("Class B Common Stock" and together with Class A Common Stock, "Common Stock"), other than the Excluded Shares (as defined in the Merger Agreement) was cancelled, ceased to exist and automatically converted into the right to receive $18.15 in cash, without interest and after giving effect to any applicable withholding taxes.
- [F3]These shares include restricted stock units of Issuer (each, an "RSU"). Each RSU that, as of immediately prior to the Effective Time, was vested in accordance with its terms after giving effect to any vesting that occurred as a result of the transactions in connection with the Merger but had not yet been settled (each, a "Vested RSU"), was cancelled as of the Effective Time and converted into the right to receive an amount in cash, without interest, equal to the product of $18.15 and the aggregate number of shares of Common Stock subject to such Vested RSU, less applicable taxes and authorized deductions. All RSUs held by non-employee members of the board of directors of Issuer, including the Reporting Person, were accelerated and vested effective as of immediately prior to the Effective Time and were treated as Vested RSUs.
Documents
Issuer
Qualtrics International Inc.
CIK 0001747748
Entity typeother
Related Parties
1- filerCIK 0001846291
Filing Metadata
- Form type
- 4
- Filed
- Jun 27, 8:00 PM ET
- Accepted
- Jun 28, 9:10 PM ET
- Size
- 6.8 KB