Rose Bentley - 07 Feb 2023 Form 4 Insider Report for Qumu Corp

Role
President and CEO, Director
Signature
/s/ Eric Nyberg, Attorney-in-Fact for Rose Bentley
Issuer symbol
N/A
Transactions as of
07 Feb 2023
Net transactions value
-$44,894
Form type
4
Filing time
09 Feb 2023, 15:08:59 UTC
Previous filing
31 May 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction QUMU Common Stock Disposition pursuant to a tender of shares in a change of control transaction $44,894 -49,882 -100% $0.9000 0 07 Feb 2023 Direct

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 Restricted Stock Units Disposed to Issuer -150,000 -100% 0 08 Feb 2023 Common Stock 150,000 Direct F1, F2
transaction QUMU Restricted Stock Units Disposed to Issuer -30,000 -100% 0 08 Feb 2023 Common Stock 30,000 Direct F1, F2
transaction QUMU Performance Stock Units Disposed to Issuer -20,936 -100% 0 08 Feb 2023 Common Stock 20,936 Direct F1, F2
transaction QUMU Stock Option (Right-to-Buy) Disposed to Issuer -50,000 -100% 0 08 Feb 2023 Common Stock 50,000 $1.07 Direct F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Rose Bentley 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.