| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | MSP | Common Stock | Disposed to Issuer | -$3.66M | -103K | -100% | $35.50 | 0 | Jun 23, 2022 | Direct | F1, F4, F5, F6 |
| 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 | -$3.57M | -149K | -100% | $23.96 | 0 | Jun 23, 2022 | Common Stock | 149K | $11.54 | Direct | F1, F2, F3 |
Robert Petrocelli is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| 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 Issuer 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, 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 (the "Transactions") (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. |
| F3 | At the Effective Time, these 149,135 Options were canceled in exchange for a cash payment representing the difference between $35.50 and the exercise price of the option per share. |
| F4 | Pursuant to the Merger Agreement, as of 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 Transactions (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. |
| F5 | Pursuant to the Merger Agreement, each RSU that was outstanding as of immediately prior to the Effective Time that was not Vested RSUs ("Unvested RSUs") was, 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. |
| F6 | Represents RSUs granted to the Reporting Person on December 17, 2020. These RSUs vested 25% on the first anniversary of the grant date, December 17, 2020, and quarterly thereafter at a rate of 6.25% as long as such Reporting Person continues to be employed as of each respective vesting date. At the Effective Time, the 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. |