William Severance - Jun 23, 2022 Form 4 Insider Report for DATTO HOLDING CORP. (MSP)

Role: CHIEF ACCOUNTING OFFICER
Signature: /s/ Adam Collicelli, by Power of Attorney
Stock symbol: MSP
Transactions as of: Jun 23, 2022
Transactions value $: -$1,209,286
Form type: 4
Date filed: 6/27/2022, 09:37 PM
Previous filing: Apr 12, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MSP	Common Stock	Options Exercise	$10.4K	+505		$20.50	0	Jun 15, 2022	Direct	F1
transaction	MSP	Common Stock	Disposed to Issuer	-$51.7K	-1.46K	-100%	$35.50	0	Jun 23, 2022	Direct	F2
transaction	MSP	Common Stock	Disposed to Issuer	-$671K	-18.9K	-100%	$35.50	0	Jun 23, 2022	Direct	F2, F3, F4, F5

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	MSP	Stock Options	Disposed to Issuer	-$497K	-21.9K	-100%	$22.72	0	Jun 23, 2022	Common Stock	21.9K	$12.78	Direct	F2, F6, F7

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

William Severance is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Represents 505 shares acquired under the Issuer's 2021 Employee Stock Purchase Plan.
F2	Pursuant to the Agreement and Plan of Merger, dated April 11, 2022, by and among Knockout Parent Inc., Knockout Merger Sub Inc., the Issuer, and, for certain limited purposes set forth in the Merger Agreement, Kaseya Holdings Inc. and Kaseya Inc. (the "Merger Agreement"), each share of the Issuer's common stock ("Common Stock") was canceled and converted into the right to receive $35.50 per share in cash without interest, subject to required withholding taxes.
F3	Pursuant to the Merger Agreement, as of June 23, 2022 (the "Effective Time"), each restricted stock unit of the Issuer (an "RSU") that is unexpired, unexercised, outstanding and vested as of immediately prior to the Effective Time or that vested in accordance with its terms as a result of the consummation of the merger and other transactions contemplated by the Merger Agreement (a "Vested RSU") was canceled and converted into the right to receive an amount in cash equal to the product of (i) $35.50 and (ii) the total number of shares of Common Stock subject to such Vested RSUs as of immediately prior to the Effective Time.
F4	Pursuant to the Merger Agreement, RSUs that were outstanding as of immediately prior to the Effective Time that were not Vested RSUs ("Unvested RSUs") were, at the Effective Time, canceled and converted into the right to receive an amount in cash equal to the product of (i) $35.50 and (ii) the total number of shares of Common Stock subject to such Unvested RSUs (the "Cash Replacement RSU Amounts"), which Cash Replacement RSU Amounts will be paid at the same time that the Unvested RSUs would have vested pursuant to their terms.
F5	Consists of RSUs, of which 25% will vest on June 30, 2022, and an additional 6.25% will vest quarterly thereafter so long as the Reporting Person continues to be employed as of each respective vesting date. At the Effective Time, the 18,900 Unvested RSUs were canceled and converted into the right to receive a cash payment which represents $35.50 for each outstanding Unvested RSU, which will vest and be payable at the same time as the Unvested RSUs for which such cash amount was exchanged.
F6	Pursuant to the Merger Agreement, each option to purchase Issuer common stock (an "Option") that was unexpired, unexercised, outstanding and vested as of immediately prior to June 23, 2022 (the "Effective Time") or that vested in accordance with its terms as a result of the consummation of the Merger and the other transactions contemplated by the Merger Agreement (a "Vested Option"), was, at the Effective Time, canceled and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of Common Stock subject to such Vested Option as of immediately prior to the Effective Time and (ii) the excess, if any, of $35.50 over the per share exercise price of such Vested Option.
F7	At the Effective Time, the 21,875 Options were canceled in exchange for a cash payment representing the difference between $35.50 and the exercise price of the option per share.