Mahesh Shah - Jul 6, 2022 Form 4 Insider Report for CDK Global, Inc. (CDK)

Role: Chief Product & Tech. Officer
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, 07:30 PM
Previous filing: May 3, 2022
Next filing: Aug 16, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CDK	Common Stock	Award		+79.8K	+87.65%		171K	Jul 6, 2022	Direct	F1
transaction	CDK	Common Stock	Disposed to Issuer		-171K	-100%		0	Jul 6, 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		-22.3K	-100%		0	Jul 6, 2022	Common Stock	22.3K	$55.35	Direct	F3

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

Mahesh Shah 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.