Thomas A. Krueger - Feb 8, 2023 Form 4 Insider Report for Qumu Corp (QUMU)

Role
Chief Financial Officer
Signature
/s/ Eric Nyberg, Attorney-in-Fact for Thomas A. Krueger
Stock symbol
QUMU
Transactions as of
Feb 8, 2023
Transactions value $
$0
Form type
4
Date filed
2/9/2023, 03:06 PM
Previous filing
Dec 6, 2021

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 QUMU Performance Stock Units Disposed to Issuer -25.5K -100% 0 Feb 8, 2023 Common Stock 25.5K Direct F1, F2
transaction QUMU Stock Option (Right-to-Buy) Disposed to Issuer -200K -100% 0 Feb 8, 2023 Common Stock 200K $2.12 Direct F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Thomas A. Krueger is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On December 19, 2022, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among the Issuer, Enghouse Interactive, Inc. and Cosmos Merger Sub, Inc. ("Purchaser"), providing for an offer by Purchaser to purchase all of the outstanding common stock of the Issuer (the "Offer") for $0.90 per share followed by a merger of Purchaser with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly owned subsidiary of Enghouse Interactive, Inc.
F2 Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding award of restricted stock, restricted stock units and the earned portion of each performance stock unit award was vested as of immediately before the Effective Time and was canceled and converted into the right to receive an amount in cash, without interest and subject to any required withholding taxes, equal to $0.90 per share, multiplied by the number of shares of Common Stock subject to such award.
F3 Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding Company stock option, whether or not then exercisable or vested, was canceled and converted into the right to receive an amount in cash, without interest and subject to any required withholding taxes, equal to the excess, if any, of $0.90 per share over the per share exercise price applicable to such Company stock option, multiplied by the total number of shares subject to such Company stock option.