| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CVT | Common Stock | Disposed to Issuer | -$5.17M | -608K | -100% | $8.50 | 0 | Jun 15, 2023 | Direct | F1, F2 |
| transaction | CVT | Common Stock | Disposed to Issuer | -$1.16M | -136K | -100% | $8.50 | 0 | Jun 15, 2023 | By Charles V. Ghoorah Irrevocable Trust (2014) | F1, F2 |
| transaction | CVT | Common Stock | Disposed to Issuer | -$8.11M | -954K | -100% | $8.50 | 0 | Jun 15, 2023 | By Charles Vijendra Ghoorah Revocable Trust (2013) | F1, F2 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CVT | Stock Options (Right to Buy) | Other | -172K | -4.21% | 3.91M | Jun 15, 2023 | Common Stock | 172K | $3.66 | Direct | F1, F3, F4 | ||
| transaction | CVT | Stock Options (Right to Buy) | Disposed to Issuer | -3.91M | -100% | 0 | Jun 15, 2023 | Common Stock | 3.91M | $3.66 | Direct | F5, F6 | ||
| transaction | CVT | Stock Options (Right to Buy) | Disposed to Issuer | -816K | -100% | 0 | Jun 15, 2023 | Common Stock | 816K | $3.66 | By Charles V. Ghoorah Irrevocable Trust(2014) | F5, F6 | ||
| transaction | CVT | Stock Options (Right to Buy) | Disposed to Issuer | -13.6K | -100% | 0 | Jun 15, 2023 | Common Stock | 13.6K | $3.66 | Direct | F5, F6 | ||
| transaction | CVT | Stock Options (Right to Buy) | Other | -1.22M | -100% | 0 | Jun 15, 2023 | Common Stock | 1.22M | $5.07 | By Charles V. Ghoorah Irrevocable Trust (2014) | F1, F3 | ||
| transaction | CVT | Stock Options (Right to Buy) | Disposed to Issuer | -391K | -100% | 0 | Jun 15, 2023 | Common Stock | 391K | $8.05 | Direct | F5, F6, F7 |
Charles V. Ghoorah 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 | The shares of the Issuer's common stock reported as disposed by the Reporting Person include restricted stock units ("RSUs") of the Issuer which, pursuant to the Merger Agreement, were automatically cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (a) the Merger Consideration and (b) the total number of shares of the Issuer's common stock subject to such RSUs as of immediately prior to the Effective Time (the "Cash Replacement RSU Amounts"). The Cash Replacement RSU Amounts will, subject to the Reporting Person's continued service through the applicable vesting dates, vest and be payable at the same time as the RSU awards for which the Cash Replacement RSU Amounts were exchanged would have vested pursuant to their terms. |
| F3 | Pursuant to the Management Rollover Agreements (the "Rollover Agreements") between Capstone TopCo, Inc. ("Topco") and each of the Reporting Person and an entity that held shares of common stock indirectly owned by the Reporting Person, dated June 13, 2023 (with respect to the Charles V. Ghoorah Irrevocable Trust (2014)) and June 14, 2023 (with respect to the Reporting Person in his individual capacity), the Reporting Person contributed the shares of common stock underlying vested options of the Issuer to Topco in exchange for a number of TopCo securities calculated in accordance with the Rollover Agreement. |
| F4 | This amount has been updated to reflect an administrative error in a previous filing by the Reporting Person which understated the number of shares of common stock underlying this option by one (1). |
| F5 | Pursuant to the Merger Agreement, at the Effective Time, (i) the vested portion of this option (the "Vested Options") was automatically cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (a) the number of shares of the Issuer's common stock subject to such Vested Option as of immediately prior to the Effective Time and (b) the excess, if any, of the Merger Consideration over the per share exercise price of such Vested Options, and (ii) the unvested portion of this option (the "Unvested Options") was automatically cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (a) the number of shares of Issuer's common stock subject to such Unvested Options as of immediately prior to the Effective Time and (b) the excess, if any, |
| F6 | (Continued from Footnote 5) of the Merger Consideration over the per share exercise price of such Unvested Options (the "Cash Replacement Option Amounts"). The Cash Replacement Option Amounts will, subject to the holder's continued service through the applicable vesting dates, vest and be payable at the same time as the Unvested Options for which the Cash Replacement Option Amounts were exchanged would have vested pursuant to their terms. |
| F7 | This amount has been updated to reflect an administrative error in a previous filing by the Reporting Person which overstated the number of shares of common stock underlying this option by one (1). |
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