Mark J. Schmitz - Sep 30, 2022 Form 4 Insider Report for CITRIX SYSTEMS INC (CTXS)

Role: EVP & Chief Operating Officer
Signature: /s/ Antonio G. Gomes, Attorney-in-Fact for Mark J. Schmitz
Stock symbol: CTXS
Transactions as of: Sep 30, 2022
Transactions value $: $0
Form type: 4
Date filed: 10/3/2022, 09:38 AM
Previous filing: Aug 3, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CTXS	Common Stock	Disposed to Issuer		-65.2K	-100%		0	Sep 30, 2022	Direct	F1, F2

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		+74.4K			74.4K	Sep 30, 2022	Common Stock	74.4K	$0.00	Direct	F3
transaction	CTXS	Restricted Stock Units	Disposed to Issuer		-74.4K	-100%		0	Sep 30, 2022	Common Stock	74.4K	$0.00	Direct	F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Mark J. Schmitz is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	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.
F2	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.
F3	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.