Willie A. Deese - Jul 6, 2022 Form 4 Insider Report for CDK Global, Inc. (CDK)

Role: Director
Signature: /s/ Lee J. Brunz, Power of Attorney
Stock symbol: CDK
Transactions as of: Jul 6, 2022
Transactions value $: $0
Form type: 4
Date filed: 7/6/2022, 07:21 PM
Previous filing: Jun 24, 2022
Next filing: Nov 16, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CDK	Common Stock	Disposed to Issuer		-31.7K	-100%		0	Jul 6, 2022	Direct	F1

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		-15.4K	-100%		0	Jul 6, 2022	Common Stock	15.4K	$39.67	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Willie A. Deese is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	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, Merger Sub merged with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent (the "Merger"), and, at the effective time of the Merger, each share of common stock, par value $0.01 per share (each, a "Share"), of the Company was canceled and converted into the right to receive $54.87 in cash without interest.
F2	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.

Content

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, Merger Sub merged with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent (the "Merger"), and, at the effective time of the Merger, each share of common stock, par value $0.01 per share (each, a "Share"), of the Company was canceled and converted into the right to receive $54.87 in cash without interest.

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.