Paul Edward Martin - Oct 18, 2022 Form 4 Insider Report for Ping Identity Holding Corp. (PING)

Role: Director
Signature: /s/ Shalini Sharma, Attorney-in-Fact
Stock symbol: PING
Transactions as of: Oct 18, 2022
Transactions value $: -$427,472
Form type: 4
Date filed: 10/20/2022, 05:37 PM
Previous filing: Aug 8, 2022
Next filing: Nov 1, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PING	Company Common Stock, $0.001 par value	Disposed to Issuer	-$427K	-15K	-100%	$28.50	0	Oct 18, 2022	Direct	F1, F2

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

Paul Edward Martin 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, dated August 2, 2022 (the "Merger Agreement"), by and among Project Polaris Holdings, LP ("Parent"), Project Polaris Merger Sub, Inc. ("Merger Sub") and the Issuer, Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger (the "Effective Time"), each share of the Issuer's common stock ("Company Common Stock") issued and outstanding immediately prior to the Merger was automatically cancelled, extinguished and converted into the right to receive $28.50 per share in cash, without interest thereon (the "Per Share Price").
F2	The reported securities include vested restricted stock units ("Company RSUs") of the Issuer which pursuant to the Merger Agreement, were, at the Effective Time, canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the Per Share Price and (ii) the total number of shares of Company Common Stock subject to such Company RSUs as of immediately prior to the Effective Time.

Content

Pursuant to the Agreement and Plan of Merger, dated August 2, 2022 (the "Merger Agreement"), by and among Project Polaris Holdings, LP ("Parent"), Project Polaris Merger Sub, Inc. ("Merger Sub") and the Issuer, Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger (the "Effective Time"), each share of the Issuer's common stock ("Company Common Stock") issued and outstanding immediately prior to the Merger was automatically cancelled, extinguished and converted into the right to receive $28.50 per share in cash, without interest thereon (the "Per Share Price").

The reported securities include vested restricted stock units ("Company RSUs") of the Issuer which pursuant to the Merger Agreement, were, at the Effective Time, canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the Per Share Price and (ii) the total number of shares of Company Common Stock subject to such Company RSUs as of immediately prior to the Effective Time.