| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CSOD | Common Stock | Options Exercise | +5.5M | 5.5M | Oct 15, 2021 | Held through SLA CM Chicago Holdings, L.P. | F1, F2, F3, F5 | |||
| transaction | CSOD | Common Stock | Disposed to Issuer | -$316M | -5.5M | -100% | $57.50 | 0 | Oct 15, 2021 | Held through SLA CM Chicago Holdings, L.P. | F1, F2, F3, F5 |
| transaction | CSOD | Common Stock | Options Exercise | +1.91M | 1.91M | Oct 15, 2021 | Held through SLA Chicago Co-Invest II, L.P. | F1, F2, F4, F5 | |||
| transaction | CSOD | Common Stock | Disposed to Issuer | -$110M | -1.91M | -100% | $57.50 | 0 | Oct 15, 2021 | Held through SLA Chicago Co-Invest II, L.P. | F1, F2, F4, F5 |
| transaction | CSOD | Common Stock | Disposed to Issuer | -$1.75M | -30.4K | -100% | $57.50 | 0 | Oct 15, 2021 | See footnote | F1, F6 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CSOD | 5.75% Convertible Senior Notes due 2023 | Options Exercise | $0 | -218M | -100% | $0.00* | 0 | Oct 15, 2021 | Common Stock | 5.5M | Held through SLA CM Chicago Holdings, L.P. | F1, F2, F3, F5, F7 | |
| transaction | CSOD | 5.75% Convertible Senior Notes due 2023 | Options Exercise | $0 | -75.8M | -100% | $0.00* | 0 | Oct 15, 2021 | Common Stock | 1.91M | Held through SLA Chicago Co-Invest II, L.P. | F1, F2, F4, F5, F7 |
Slaa (Gp), L.L.C. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | On October 15, 2021, pursuant to the terms of an Agreement and Plan (the "Merger Agreement"), an affiliate of Clearlake Capital Group, L.P. ("Clearlake") merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and an indirect wholly-owned subsidiary of Clearlake. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.0001 per share, of the Issuer ("Common Stock") outstanding was converted into the right to receive $57.50 per share in cash, without interest and subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by directors of the Issuer were converted into the right to receive an amount in cash equal to the product of the number of shares subject to such award multiplied by the Merger Consideration. |
| F2 | In connection with the Merger, the 5.75% Convertible Senior Notes ("Convertible Notes"), held by the Reporting Persons were automatically converted into an amount of cash equal to the product of the number of shares issuable upon conversion of the principal amount thereof, based on a conversion rate of 23.8095 per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $42.00 per share of Common Stock), as adjusted pursuant to the terms of the Indenture governing the Convertible Notes, multiplied by the Merger Consideration, plus accrued and unpaid interest. |
| F3 | These securities were held by SLA CM Chicago Holdings, L.P. ("SLA CM Chicago"). SLA CM GP, L.L.C. ("SLA CM GP") is the general partner of SLA CM Chicago. SL Alpine Aggregator GP, L.L.C. ("SLA CM LLC") is the sole member of SLA CM GP. Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM LLC. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA. |
| F4 | These securities were directly held by SLA Chicago Co-Invest II, L.P. ("Co-Invest"). SLA Co-Invest, GP, L.L.C., ("Co-Invest GP") is the general partner of Co-Invest. |
| F5 | Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP and Co-Invest GP. Mr. Joseph Osnoss served as a member of the board of directors of the Issuer and is a Managing Director of SLG. Each of SLA CM Chicago, SLA CM GP, SLA CM LLC, Co-Invest, Co-Invest GP, SLAA, SLAA GP and SLG may have been deemed to be a director by deputization of the Issuer. |
| F6 | These securities were held by Mr. Osnoss for the benefit of Silver Lake Technology Management, L.L.C., certain of its affiliates or certain of the funds they manage ("Silver Lake"). Mr. Osnoss served as a director of the Issuer. Pursuant to Silver Lake's policies with respect to director compensation, upon the sale of these securities, the proceeds from such sale are expected to be remitted to Silver Lake and/or its limited partners. Mr. Osnoss, through his role at Silver Lake, may have been deemed to have an indirect interest in the securities reported herein. |
| F7 | Prior to the consummation of the Merger, the Convertible Notes were scheduled to mature on March 17, 2023, subject to earlier repurchase or conversion in accordance with their terms. |
The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under Securities Exchange Act of 1934, as amended (the "Exchange Act"). This filing shall not be deemed an admission that any Reporting Person engaged in a transaction subject to Section 16 of the Exchange Act or is a beneficial owner of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.