Donna Nappen Kimmel - Sep 30, 2022 Form 4 Insider Report for CITRIX SYSTEMS INC (CTXS)

Signature
/s/ Antonio G. Gomes, Attorney-in-Fact for Donna Nappen Kimmel
Stock symbol
CTXS
Transactions as of
Sep 30, 2022
Transactions value $
$0
Form type
4
Date filed
10/3/2022, 09:29 AM
Previous filing
Apr 5, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CTXS Common Stock Disposed to Issuer -111K -100% 0 Sep 30, 2022 Direct F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CTXS Restricted Stock Units Award +55.5K 55.5K Sep 30, 2022 Common Stock 55.5K $0.00 Direct F4
transaction CTXS Restricted Stock Units Disposed to Issuer -55.5K -100% 0 Sep 30, 2022 Common Stock 55.5K $0.00 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Donna Nappen Kimmel is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Includes 138 shares acquired under the Citrix Systems, Inc. employee stock purchase plan on June 1, 2022.
F2 Pursuant to the Agreement and Plan of Merger, dated as of January 31, 2022 (the "Merger Agreement"), by and among the Issuer, Picard Parent, Inc. ("Parent"), Picard Merger Sub, Inc., a direct wholly owned subsidiary of Parent ("Merger Sub"), and for certain limited purposes detailed in the Merger Agreement, TIBCO Software Inc., Merger Sub merged with and into the Issuer on September 30, 2022, with the Issuer surviving as a wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger (the "Effective Time"), each outstanding share of Issuer common stock was automatically converted into the right to receive cash in the amount of $104.00, without interest and less any applicable withholding taxes.
F3 A portion of this amount consists of Issuer restricted stock units with time-based vesting only that were previously reported in Table I. Pursuant to the Merger Agreement, as of the Effective Time, each such outstanding restricted stock unit award was automatically converted into a cash award with respect to an aggregate amount of cash equal to the product obtained by multiplying (i) the number of shares of Issuer common stock subject to such award by (ii) $104.00, which cash award remains subject to generally the same terms as the corresponding equity award.
F4 Pursuant to the applicable award agreements, the performance-based conditions of each outstanding performance restricted stock unit award were deemed satisfied at the maximum level of achievement for any performance period not completed as of immediately prior to the Effective Time. Pursuant to the Merger Agreement, as of the Effective Time, each such outstanding performance restricted stock unit award was automatically converted into a cash award with respect to an aggregate amount of cash equal to the product obtained by multiplying (i) the number of shares of Issuer common stock subject to such award that were deemed earned by (ii) $104.00, which cash award remains subject to generally the same terms as the corresponding equity award.