| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CVT | Common Stock | Other | -$3.38B | -398M | -100% | $8.50 | 0 | Jun 15, 2023 | See footnotes | F1, F2, F3, F4, F5, F6 |
VEP Group, LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Pursuant to that certain Agreement and Plan of Merger, dated as of March 14, 2023 (the "Merger Agreement"), by and among the Issuer, Capstone Borrower, Inc. ("Parent"), and Capstone Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly-owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each share of the Issuer's common stock that was issued and outstanding immediately prior to the Effective Time was automatically cancelled and converted into the right to receive $8.50 per share in cash, without interest (the "Merger Consideration"). |
| F2 | This amount represents (i) 181,049,399 shares of Issuer Common Stock held directly by Vista Equity Partners Fund VI, L.P., or VEPF VI, (ii) 109,372,061 shares of Issuer Common Stock held directly by Vista Equity Partners Fund VI-A, L.P., or VEPF VI-A, (iii) 2,203,215 shares of Issuer Common Stock held directly by VEPF VI FAF, L.P., or VEPF VI FAF, (iv) 51,185,845 shares of Issuer Common Stock held directly by VEPF IV AIV VII, L.P., or VEPF IV, (v) 19,637,433 shares of Issuer Common Stock held directly by VEPF IV AIV VII-A, L.P., or VEPF IV-A, (vi) 18,693,976 shares of Issuer Common Stock held directly by VEPF III AIV VI, L.P., or VEPF III, (vii) 3,427,576 shares of Issuer Common Stock held directly by VEPF III AIV VI-A, L.P., or VEPF III-A, (ix) 6,552,013 shares of Issuer Common Stock held directly by VFF I AIV IV, L.P., or VFF I, and (x) 5,623,531 shares of Issuer Common Stock held directly by VFF I AIV IV-A, L.P., |
| F3 | (Continued from Footnote 2) or VFF I-A, and collectively with VEPF VI, VEPF VI-A, VEPF VI FAF, VEPF IV, VEPF IV-A, VEPF III, VEPF III-A and VFF I, the Vista Funds. |
| F4 | Vista Equity Partners Fund VI GP, L.P., or VEPF VI GP, is the sole general partner of each of VEPF VI, VEPF VI-A and VEPF VI FAF. VEPF VI GP's sole general partner is VEPF VI GP, Ltd., or VEPF VI UGP. Robert F. Smith is the Sole Director of VEPF VI UGP, as well as one of its 11 Members. VEPF Management, L.P., or VEPF Management, is the sole management company of each of VEPF VI, VEPF VI-A and VEPF VI FAF. VEPF Management's sole general partner is VEP Group, LLC, or VEP Group, and VEPF Management's sole limited partner is Vista Equity Partners Management, LLC, or VEPM. VEP Group is the Senior Managing Member of VEPM. Vista Equity Partners Fund IV GP, LLC, or VEPF IV GP, is the sole general partner of each of VEPF IV |
| F5 | (Continued from Footnote 4) and VEPF IV-A. VEPF IV GP's sole senior managing member is VEP Group. Vista Equity Partners Fund III GP, LLC, or VEPF III GP is the sole general partner of each of VEPF III and VEPF III-A. VEPF III GP's sole senior managing member is VEP Group. Vista Foundation Fund I GP, LLC, or VFF I GP, is the sole general partner of each of VFF I and VFF I-A. VFF I GP's sole senior managing member is VEP Group. |
| F6 | Robert F. Smith is the sole Managing Member of VEP Group. Consequently, Mr. Smith, VEPF VI UGP and VEP Group may be deemed the beneficial owners of the shares held by VEPF VI, VEPF VI-A and VEPF VI FAF, and Mr. Smith and VEP Group may be deemed the beneficial owners of the shares held by VEPF IV, VEPF IV-A, VEPF III, VEPF III-A, VFF I and VFF I-A. Each of the Vista Funds, VEPF VI UGP, VEP Group and Mr. Smith expressly disclaim beneficial ownership of any shares not held directly. |
Form 2 of 2