Sanjay Kumar Singh - Jun 23, 2022 Form 4 Insider Report for DATTO HOLDING CORP. (MSP)

Role
CHIEF REVENUE OFFICER
Signature
/s/ Adam Collicelli, by Power of Attorney
Stock symbol
MSP
Transactions as of
Jun 23, 2022
Transactions value $
-$13,003,313
Form type
4
Date filed
6/27/2022, 09:40 PM
Previous filing
Apr 5, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MSP Common Stock Disposed to Issuer -$4.75M -134K -100% $35.50 0 Jun 23, 2022 Direct F1, F2, F3, F4
transaction MSP Common Stock Disposed to Issuer -$24.8K -699 -100% $35.50 0 Jun 23, 2022 Direct F1

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 -$5.17M -207K -100% $25.03 0 Jun 23, 2022 Common Stock 207K $10.47 Direct F1, F5, F6
transaction MSP Stock Options Disposed to Issuer -$3.06M -135K -100% $22.72 0 Jun 23, 2022 Common Stock 135K $12.78 Direct F1, F5, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Sanjay Kumar Singh 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 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.
F2 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.
F3 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.
F4 Consists of RSUs granted on December 17, 2020, of which 25% vested on the first anniversary of the grant date and quarterly thereafter at a rate of 6.25% as long as such individual continues to be employed as of each respective vest date. At the Effective Time, the 6,546 Vested RSUs were canceled in exchange for a cash payment representing $35.50 for each outstanding Vested RSU. The remaining 103,125 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.
F5 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.
F6 At the Effective Time, these 206,533 Options were canceled in exchange for a cash payment representing the difference between $35.50 and the exercise price of the option per share.
F7 At the Effective Time, these 134,555 Options were canceled in exchange for a cash payment representing the difference between $35.50 and the exercise price of the option per share.