rami rahim - 02 Jul 2025 Form 4 Insider Report for JUNIPER NETWORKS INC (JNPR)

Signature
By: /s/ Colin Lloyd, as attorney-in-fact For: Rami Rahim
Issuer symbol
JNPR
Transactions as of
02 Jul 2025
Net transactions value
$0
Form type
4
Filing time
07 Jul 2025, 18:43:32 UTC
Previous filing
20 Jun 2025
Next filing
17 Jul 2025

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
rahim rami Chief Executive Officer, Director 1133 INNOVATION WAY, SUNNYVALE By: /s/ Colin Lloyd, as attorney-in-fact For: Rami Rahim 07 Jul 2025 0001560849

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction JNPR Common Stock Disposed to Issuer -1,133,655 -100% 0 02 Jul 2025 Living Trust 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 JNPR RSU Award Disposed to Issuer $0 -343,941 -100% $0.000000 0 02 Jul 2025 Common Stock 343,941 $0.000000 Direct F2, F3
transaction JNPR Performance Stock Unit Award $0 -393,688 -45% $0.000000 489,445 02 Jul 2025 Common Stock 393,688 $0.000000 Direct F3, F4
transaction JNPR Performance Stock Unit Disposed to Issuer $0 -489,445 -100% $0.000000 0 02 Jul 2025 Common Stock 489,445 $0.000000 Direct F3, F5, F6
transaction JNPR Non-Qualified Stock Option (right to buy) Disposed to Issuer $0 -275,219 -100% $0.000000 0 02 Jul 2025 Common Stock 275,219 $34.32 Direct F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

rami rahim 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 an Agreement and Plan of Merger, dated as of January 9, 2024 (the "Merger Agreement"), entered into by and among Juniper Networks, Inc., a Delaware corporation (the "Issuer"), Hewlett Packard Enterprise Company, a Delaware corporation ("Parent"), and Jasmine Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), on July 2, 2025, in accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Parent (the "Merger"). In connection with the Merger, each outstanding share of Issuer common stock ("Share") was converted into the right to receive an amount equal to $40.00 per share in cash, without interest.
F2 Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each unvested Issuer restricted stock unit ("RSU") award outstanding immediately prior to the Effective Time was converted into an RSU award to acquire the number of shares of common stock of Parent ("Parent Shares") (rounded to the nearest whole share), determined by multiplying (i) the number of Shares subject to the RSU award prior to the Effective Time by (ii) 2.1431 (the "Exchange Ratio"). Unless otherwise agreed between the Reporting Person and Parent, each such Parent RSU award continues to have, and is subject to, the same terms and conditions as applied to the corresponding Issuer RSU award immediately prior to the Effective Time.
F3 Not applicable.
F4 Represents performance stock units ("PSUs") for which performance was deemed achieved based on actual performance or assuming target performance at the Effective Time, but which remain subject to time-based vesting conditions.
F5 Pursuant to the Merger Agreement, at the Effective Time, each Issuer PSU award outstanding immediately prior to the Effective Time was converted into a PSU award to acquire the number of Parent Shares (rounded to the nearest whole share) determined by multiplying (i) the number of Shares subject to the PSU award prior to the Effective Time by (ii) the Exchange Ratio. Unless otherwise agreed between the Reporting Person and Parent, each such Parent PSU award continues to have, and is subject to, the same terms and conditions as applied to the corresponding Issuer PSU award immediately prior to the Effective Time, except that any such Parent PSU award is no longer subject to performance-based vesting.
F6 Includes Shares underlying PSUs described in footnote (4).
F7 Pursuant to the Merger Agreement, at the Effective Time, each option to purchase Shares granted under the Issuer's stock plans (an "Issuer Option") outstanding immediately prior to the Effective Time was converted into an option (a "Parent Option") to purchase the number of shares of common stock of Parent (rounded down to the nearest whole share) determined by multiplying (i) the number of Shares subject to the Issuer Option immediately prior to the Effective Time by (ii) the Exchange Ratio, with an exercise price per share of common stock of Parent (rounded up to the nearest whole cent) determined by dividing (i) the exercise price of the Issuer Option immediately prior to the Effective Time by (ii) the Exchange Ratio. Unless otherwise agreed between the Reporting Person and Parent, each such Parent Option award continues to have, and is subject to, the same terms and conditions as applied to the corresponding Issuer Option award immediately prior to the Effective Time.