Lee J. Brunz - 06 Jul 2022 Form 4 Insider Report for CDK Global, Inc.

Role
EVP, GC & Secretary
Signature
/s/ Lee J. Brunz
Issuer symbol
N/A
Transactions as of
06 Jul 2022
Net transactions value
$0
Form type
4
Filing time
06 Jul 2022, 19:18:19 UTC
Previous filing
20 Sep 2021
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CDK Common Stock Award +51,257 +59% 138,440 06 Jul 2022 Direct F1
transaction CDK Common Stock Disposed to Issuer -138,440 -100% 0 06 Jul 2022 Direct F2

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 CDK Option (right to buy) Disposed to Issuer -2,757 -100% 0 06 Jul 2022 Common Stock 2,757 $21.72 Direct F3
transaction CDK Option (right to buy) Disposed to Issuer -3,860 -100% 0 06 Jul 2022 Common Stock 3,860 $28.76 Direct F3
transaction CDK Option (right to buy) Disposed to Issuer -8,357 -100% 0 06 Jul 2022 Common Stock 8,357 $43.54 Direct F3
transaction CDK Option (right to buy) Disposed to Issuer -9,562 -100% 0 06 Jul 2022 Common Stock 9,562 $50.80 Direct F3
transaction CDK Option (right to buy) Disposed to Issuer -17,266 -100% 0 06 Jul 2022 Common Stock 17,266 $58.75 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Lee J. Brunz is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Represents shares of common stock, par value $0.01 per share (each, a "Share"), of CDK Global, Inc. (the "Company") that are subject to performance-based restricted stock units ("PSUs"). Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), among the Company, Central Parent LLC ("Parent") and Central Merger Sub Inc. ("Merger Sub"), on July 6, 2022 (the "Closing Date"), Merger Sub merged with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent (the "Merger"), and each PSU outstanding immediately prior to the consummation of the Merger became fully vested at the greater of the target and actual performance measured through the Closing Date (with the performance in respect of any fiscal year commencing after the 2022 fiscal year being at target performance), and was canceled and converted into the right to receive, for each Share subject to such then-vested PSU, $54.87 in cash without interest.
F2 Pursuant to the Merger Agreement, at the effective time of the Merger, each Share was canceled and converted into the right to receive $54.87 in cash without interest.
F3 Pursuant to the Merger Agreement, each option outstanding immediately prior to the consummation of the Merger, whether then unvested or vested, by virtue of the Merger and without any action by the holder, was canceled and converted into only the right to receive an amount in cash, without interest, equal to the product of (x) the number of Shares issuable under such option and (y) the excess, if any, of (i) $54.87 over (ii) the exercise price payable in respect of each Share issuable under such option (the "Option Consideration"); provided, however, that the Option Consideration for each option with an exercise price equal to or greater than $54.87 was $0.