Francis J. Pelzer - Mar 30, 2023 Form 4 Insider Report for DUCK CREEK TECHNOLOGIES, INC. (DCT)

Role
Director
Signature
/s/ Christopher R. Stone as Attorney-in-Fact
Stock symbol
DCT
Transactions as of
Mar 30, 2023
Transactions value $
$0
Form type
4
Date filed
3/31/2023, 08:37 AM
Previous filing
Feb 3, 2023
Next filing
May 2, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % Price $ Shares After Date Ownership Footnotes
transaction DCT Common Stock, par value $0.01 per share Disposed to Issuer -127 K -100% 0 Mar 30, 2023 Direct F1
transaction DCT Common Stock, par value $0.01 per share Disposed to Issuer -14.4 K -100% 0 Mar 30, 2023 Direct 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 DCT Option Disposed to Issuer -30.2 K -100% 0 Mar 30, 2023 Common Stock, par value $0.01 per share 30.2 K $27.00 Direct F3, F4

Francis J. Pelzer is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 The shares were disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 8, 2023, by and among the Issuer, Disco Parent, LLC, a Delaware limited liability company, and Disco Merger Sub, Inc., a Delaware corporation, whereby, at the effective time of the merger contemplated therein (the "Effective Time"), all shares of Issuer common stock issued and outstanding immediately prior to the Effective time (other than certain excluded shares) were cancelled, extinguished and automatically converted into the right to receive $19.00 per share in cash, without interest.
F2 Reflects unvested awards of stock ("RSAs") held by the Reporting Person. Pursuant to the Merger Agreement, each unvested RSA that was outstanding immediately prior to the Effective Time was fully vested, cancelled and automatically converted into the right to receive an amount in cash equal to the product of (a) the aggregate number of shares subject to such unvested RSAs, multiplied by (b) $19.00, subject to any required withholding of taxes.
F3 Pursuant to the Merger Agreement, each option, whether vested or unvested, that was unexpired, unexercised, and outstanding as of immediately prior to the Effective Time was fully vested, cancelled and automatically converted into the right to receive an amount in cash equal to the product of (a) the aggregate number of shares subject to such option, multiplied by (b) the excess, if any, of $19.00 over the applicable per share exercise price under such option, subject to any required withholding of taxes. As the per share exercise price of each option exceeds $19.00, each option will be cancelled immediately upon the Effective Time without payment or consideration.
F4 These options were fully vested.