| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | HCP | Class A Common Stock | Disposed to Issuer | -465,978 | -100% | 0 | 27 Feb 2025 | Direct | F1 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | HCP | Restricted Stock Units | Disposed to Issuer | -71,250 | -100% | 0 | 27 Feb 2025 | Class A Common Stock | 71,250 | Direct | F2, F3 | |||
| transaction | HCP | Restricted Stock Units | Disposed to Issuer | -37,803 | -100% | 0 | 27 Feb 2025 | Class A Common Stock | 37,803 | Direct | F2, F4 | |||
| transaction | HCP | Restricted Stock Units | Disposed to Issuer | -255,958 | -100% | 0 | 27 Feb 2025 | Class A Common Stock | 255,958 | Direct | F2, F5 | |||
| transaction | HCP | Restricted Stock Units | Disposed to Issuer | -269,160 | -100% | 0 | 27 Feb 2025 | Class A Common Stock | 269,160 | Direct | F2, F6 | |||
| transaction | HCP | Restricted Stock Units | Disposed to Issuer | -285,715 | -100% | 0 | 27 Feb 2025 | Class A Common Stock | 285,715 | Direct | F2, F7 | |||
| transaction | HCP | Performance-based Restricted Stock Units | Disposed to Issuer | -109,127 | -100% | 0 | 27 Feb 2025 | Class A Common Stock | 109,127 | Direct | F8, F9 | |||
| transaction | HCP | Employee Stock Option (right to buy) | Disposed to Issuer | $92,000,813 | -2,637,638 | -100% | $34.88 | 0 | 27 Feb 2025 | Class B Common Stock | 2,637,638 | $0.1200 | Direct | F10 |
| transaction | HCP | Employee Stock Option (right to buy) | Disposed to Issuer | $18,004,100 | -530,000 | -100% | $33.97 | 0 | 27 Feb 2025 | Class B Common Stock | 530,000 | $1.03 | Direct | F11 |
| transaction | HCP | Employee Stock Option (right to buy) | Disposed to Issuer | $7,793,800 | -266,000 | -100% | $29.30 | 0 | 27 Feb 2025 | Class B Common Stock | 266,000 | $5.70 | Direct | F12 |
| transaction | HCP | Class B Common Stock | Disposed to Issuer | -143,409 | -100% | 0 | 27 Feb 2025 | Class A Common Stock | 143,409 | Direct | F13, F14 | |||
| transaction | HCP | Class B Common Stock | Disposed to Issuer | -1,355,425 | -100% | 0 | 27 Feb 2025 | Class A Common Stock | 1,355,425 | See footnote | F13, F14, F15 | |||
| transaction | HCP | Class B Common Stock | Disposed to Issuer | -516,550 | -100% | 0 | 27 Feb 2025 | Class A Common Stock | 516,550 | See footnote | F13, F14, F16 | |||
| transaction | HCP | Class B Common Stock | Disposed to Issuer | -164,500 | -100% | 0 | 27 Feb 2025 | Class A Common Stock | 164,500 | See footnote | F13, F14, F17 | |||
| transaction | HCP | Class B Common Stock | Disposed to Issuer | -516,550 | -100% | 0 | 27 Feb 2025 | Class A Common Stock | 516,550 | See footnote | F13, F14, F18 | |||
| transaction | HCP | Class B Common Stock | Disposed to Issuer | -164,500 | -100% | 0 | 27 Feb 2025 | Class A Common Stock | 164,500 | See footnote | F13, F14, F19 | |||
| transaction | HCP | Class B Common Stock | Disposed to Issuer | -60,000 | -100% | 0 | 27 Feb 2025 | Class A Common Stock | 60,000 | See footnote | F13, F14, F20 |
David McJannet is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Pursuant to the Agreement and Plan of Merger dated April 24, 2024, between the Issuer, International Business Machines Corporation and McCloud Merger Sub, Inc., (the "Merger Agreement"), each share of Issuer Class A common stock was canceled and converted into the right to receive $35.00 per share in cash (the "Merger Consideration" or the "Per Share Price"), without interest and subject to applicable withholding taxes. |
| F2 | Each restricted stock unit, or RSU, represents a contingent right to receive one share of Issuer Class A common stock. |
| F3 | The remaining RSUs vest in four equal quarterly installments beginning on March 20, 2025. Pursuant to the Merger Agreement, each outstanding RSU was assumed by IBM and converted into restricted stock units for 9,690 shares of IBM common stock. |
| F4 | The remaining RSUs vest in five equal quarterly installments beginning on March 20, 2025. Pursuant to the Merger Agreement, each outstanding RSU was assumed by IBM and converted into restricted stock units for 5,141 shares of IBM common stock. |
| F5 | The remaining RSUs vest in nine equal quarterly installments beginning on March 20, 2025. Pursuant to the Merger Agreement, each outstanding RSU was assumed by IBM and converted into restricted stock units for 34,810 shares of IBM common stock. |
| F6 | The remaining RSUs vest in 13 equal quarterly installments beginning on March 20, 2025. Pursuant to the Merger Agreement, each outstanding RSU was assumed by IBM and converted into restricted stock units for 36,605 shares of IBM common stock. |
| F7 | The RSUs vest in 16 equal quarterly installments beginning on June 20, 2025. Pursuant to the Merger Agreement, each outstanding RSU was assumed by IBM and converted into restricted stock units for 38,857 shares of IBM common stock. |
| F8 | Each performance-based restricted stock unit, or PSU, represents a contingent right to receive one share of the Issuer's Class A common stock. |
| F9 | One-third of the PSUs vest on March 20, 2025 and the remaining PSUs vest in eight equal quarterly installments. Pursuant to the Merger Agreement, each outstanding PSU was assumed by IBM and converted into restricted stock units for 14,841 shares of IBM common stock. |
| F10 | The shares subject to the option are fully vested and immediately exercisable. Pursuant to the Merger Agreement, the option was canceled in exchange for a cash payment of $92,003,451.07, subject to applicable withholding taxes, which represents the product of (i) the total number of shares of Issuer Class B common stock covered by the stock option immediately prior to the effective time multiplied by (ii) the excess, if any, of (a) the Per Share Price over (b) the per share exercise price of such option. |
| F11 | The shares subject to the option are fully vested and immediately exercisable. Pursuant to the Merger Agreement, the option was canceled in exchange for a cash payment of $18,004,100.00, subject to applicable withholding taxes, which represents the product of (i) the total number of shares of Issuer Class B common stock covered by the stock option immediately prior to the effective time multiplied by (ii) the excess, if any, of (a) the Per Share Price over (b) the per share exercise price of such option. |
| F12 | The shares subject to the option are fully vested and immediately exercisable. Pursuant to the Merger Agreement, the option was canceled in exchange for a cash payment of $7,795,130.00, subject to applicable withholding taxes, which represents the product of (i) the total number of shares of Issuer Class B common stock covered by the stock option immediately prior to the effective time multiplied by (ii) the excess, if any, of (a) the Per Share Price over (b) the per share exercise price of such option. |
| F13 | Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date. |
| F14 | Pursuant to the Merger Agreement, each share of Issuer Class B common stock was canceled and converted into the right to receive the Per Share Price, without interest and subject to applicable withholding taxes. |
| F15 | The shares are held of record by a family trust for which the reporting person serves as a trustee. |
| F16 | The shares are held of record by the Emerald GST Non-Exempt Trust. |
| F17 | The shares are held of record by the Emerald GST Exempt Trust. |
| F18 | The shares are held of record by the Sapphire GST Non-Exempt Trust. |
| F19 | The shares are held of record by the Sapphire GST Exempt Trust. |
| F20 | The shares are held of record by an additional family trust. |