| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | QUOT | Common Stock | Award | $0 | +759K | +57.57% | $0.00 | 2.08M | Sep 5, 2023 | Direct | F1, F2 |
| transaction | QUOT | Common Stock | Disposed to Issuer | -$8.31M | -2.08M | -100% | $4.00 | 0 | Sep 5, 2023 | Direct | F1, F3 |
Matthew Krepsik 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 as of June 20, 2023 (the "Merger Agreement"), by and among the Issuer, CB Neptune Holdings, LLC, a Delaware limited liability company ("Parent"), and NRS Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), effective September 5, 2023, among other things, Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent (the "Merger"). |
| F2 | Pursuant to the Merger Agreement, the performance-vesting conditions of each Issuer performance stock unit ("PSU") outstanding was deemed achieved as of immediately prior to the effective time of the Merger (the "Effective Time") at 100% of the target level of performance. |
| F3 | Pursuant to the Merger Agreement, at the Effective Time, each outstanding, non-dissenting share of the Issuer's common stock ("Common Stock"), each Issuer PSU outstanding as of immediately prior to the Effective Time, and each Issuer restricted stock unit ("RSU") outstanding as of immediately prior to the Effective Time automatically converted into the right to receive $4.00 in cash, without interest thereon and subject to applicable withholding taxes. |
Pursuant to the Merger Agreement, at the Effective Time, each Issuer stock option outstanding immediately prior to the Effective Time, whether vested or unvested, automatically converted into the right to receive an amount in cash, without interest thereon and subject to applicable withholding taxes, equal to the product of (a) the number of shares of Common Stock subject to such stock option as of immediately prior to the Effective Time and (b) the excess, if any, $4.00 over the exercise price per share of such stock option. Each Issuer stock option with an exercise price per share equal to or greater than $4.00 per share price was cancelled without any action on the part of the holder and without any cash payment being made in respect thereof and, accordingly, such cancellation is exempt from Section 16 of the Securities Exchange Act of 1934, as amended, pursuant to Rules 16a-4(d) and 16b-6(d) thereunder.