Raj M. Dani - Oct 18, 2022 Form 4 Insider Report for Ping Identity Holding Corp. (PING)

Role
Chief Financial Officer
Signature
/s/ Shalini Sharma, Attorney-in-Fact
Stock symbol
PING
Transactions as of
Oct 18, 2022
Transactions value $
-$13,458,099
Form type
4
Date filed
10/20/2022, 05:38 PM
Previous filing
Apr 14, 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 -$13.5M -472K -100% $28.50 0 Oct 18, 2022 Direct F1, 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 PING Options (Right to Buy) Disposed to Issuer -125K -100% 0 Oct 18, 2022 Company Common Stock, $0.001 par value 125K $7.85 Direct F3
transaction PING Options (Right to Buy) Disposed to Issuer -15.9K -100% 0 Oct 18, 2022 Company Common Stock, $0.001 par value 15.9K $8.48 Direct F3
transaction PING Options (Right to Buy) Disposed to Issuer -93.5K -100% 0 Oct 18, 2022 Company Common Stock, $0.001 par value 93.5K $11.79 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Raj M. Dani 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, subject to applicable withholding taxes (the "Per Share Price").
F2 The reported securities include unvested 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 and subject to applicable withholding taxes, 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. Cash paid in replacement of unvested Company RSUs will, subject to the Reporting Person's continued service through the applicable vesting dates, generally vest and be payable at the same time and under the same terms as the Company RSUs for which such cash was exchanged.
F3 Pursuant to the Merger Agreement, each option to purchase Company Common Stock that was outstanding as of immediately prior to the Effective Time with an exercise price per share less than the Per Share Price, whether vested or unvested (a "Company Option"), was, at the Effective Time, cancelled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (i) the number of shares of Company Common Stock subject to such Company Option as of immediately prior to the Effective Time and (ii) the excess, if any, of the Per Share Price over the per share exercise price of such Company Option.

Remarks:

Pursuant to the Merger Agreement, at the Effective Time, certain performance-based restricted stock units granted to the Reporting Person were automatically cancelled and converted into the right to receive cash, which will, subject to the Reporting Person's continued service through the applicable vesting dates, generally vest and be payable at the same time and under the same terms as the awards for which such cash was exchanged. Such performance-based stock units were not previously reported in the Reporting Person's Section 16 filings in accordance with Section 16.