Amy J. Hillman - 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, 07:24 PM
Previous filing
Nov 16, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CDK Common Stock Disposed to Issuer -38.8K -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.

Amy J. Hillman 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.