| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | MRDB | Ordinary Shares | Purchase | $4.29M | +7.8M | +12.74% | $0.55 | 69.1M | Aug 26, 2024 | Direct | F1, F2, F3 |
Meridian BidCo LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Pursuant to the terms of the Amended and Restated Offer Document, dated June 24, 2024 (as amended, restated or supplemented, the "Offer Document"), Meridian BidCo LLC ("Bidco") conducted a tender offer (the "Offer") for all issued and to be issued ordinary shares of MariaDB plc ("MariaDB"), par value $0.01 per share (the "MariaDB Shares"), in exchange for $0.55 in cash per MariaDB Share. At 5:00 p.m. (New York City time) on July 23, 2024, the Offer expired and Bidco accepted for purchase a total of 61,263,283 MariaDB Shares validly tendered and not properly withdrawn prior to such time, representing approximately 88.7% of the issued share capital of MariaDB as of July 22, 2024. |
| F2 | On July 26, 2024, Bidco sent compulsory acquisition notices (the "Notices") to those MariaDB shareholders who did not accept the Offer (the "Non-Assenting Shareholders"). Following the expiration of 30 calendar days from the date of such Notices, on August 26, 2024 the MariaDB Shares held by the Non-Assenting Shareholders were acquired compulsorily by Bidco on the same terms as the Offer (such acquisition, the "Buy Out" and, together with the Offer, the "Transactions"). |
| F3 | K1 Investment Management, LLC ("K1") indirectly controls Bidco. Each of K1 and Bidco disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. Following the closing of the Transactions, MariaDB became a wholly-owned subsidiary of Bidco. |