Diego A. Rodriguez - Jan 26, 2024 Form 4 Insider Report for EngageSmart, Inc. (ESMT)

Role
Director
Signature
/s/ Scott Semel, Attorney-in-Fact for Diego A. Rodriguez
Stock symbol
ESMT
Transactions as of
Jan 26, 2024
Transactions value $
-$262,407
Form type
4
Date filed
1/29/2024, 05:31 PM
Previous filing
Jan 22, 2024
Next filing
May 24, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ESMT Common Stock Disposed to Issuer -$262K -11.4K -100% $23.00 0 Jan 26, 2024 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 ESMT Restricted Stock Units Disposed to Issuer -17.1K -100% 0 Jan 26, 2024 Common Stock 17.1K Direct F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

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

Explanation of Responses:

Id Content
F1 This Form 4 reports securities disposed of under the Agreement and Plan of Merger (the "Merger Agreement"), dated October 23, 2023, among EngageSmart, Inc. (the "Company"), Icefall Parent, Inc. ("Parent"), and Icefall Merger Sub, LLC ("Merger Sub"), under which Merger Sub was merged with and into the Company (the "Merger"), with the Company continuing as the surviving corporation in the Merger. At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of common stock of the Company ("Shares") was cancelled and converted into the right to receive $23.00 in cash (the "Per Share Price") without interest thereon.
F2 Each Company restricted stock unit ("Company RSUs") represented a contingent right to receive one Share upon vesting of the Company RSU.
F3 Under the Merger Agreement, at the Effective Time, each Company RSU reported in this Form 4 was cancelled and converted into the right to receive an amount (without interest) in cash equal in value to (A) the total number of Shares subject to such Company RSU immediately prior to the Effective Time multiplied by (B) the Per Share Price.