Christian Beedgen - May 12, 2023 Form 4 Insider Report for Sumo Logic, Inc. (SUMO)

Role
Director
Signature
/s/ Katherine Haar, Attorney-in-fact
Stock symbol
SUMO
Transactions as of
May 12, 2023
Transactions value $
$0
Form type
4
Date filed
5/12/2023, 04:07 PM
Previous filing
May 2, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SUMO Common Stock Disposed to Issuer -2.44M -100% 0 May 12, 2023 Direct F1, F2, F3

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 SUMO Stock Option (right to buy) Disposed to Issuer $0 -77K -100% $0.00* 0 May 12, 2023 Common Stock 77K $0.98 Direct F4, F5
transaction SUMO Stock Option (right to buy) Disposed to Issuer $0 -14.6K -100% $0.00* 0 May 12, 2023 Common Stock 14.6K $1.92 Direct F4, F5
transaction SUMO Stock Option (right to buy) Disposed to Issuer $0 -482K -100% $0.00* 0 May 12, 2023 Common Stock 482K $2.65 Direct F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Christian Beedgen is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Certain of these shares are represented by previously reported restricted stock units ("RSUs"). At the effective time of the merger (the "Effective Time") each issued and outstanding RSU was cancelled and converted into the right to receive an amount equal to $12.05 in cash (the "Per Share Price"), subject to the terms set forth in the Merger Agreement.
F2 Pursuant to the terms of the Company's Outside Director Compensation Policy and/or the applicable award agreement governing such RSU, at the Effective Time, each unvested RSU was accelerated and converted into the right to receive an amount in cash equal to the Per Share Price.
F3 Pursuant to an Agreement and Plan of Merger (the "Merger Agreement") between Serrano Parent, Serrano Merger Sub, Inc., and Sumo Logic (the "Company"), each issued and outstanding share of the Company's common stock was cancelled and converted into the right to receive an amount in cash equal to the Per Share Price.
F4 On February 9, 2023, Sumo Logic, Inc. ("Sumo Logic") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Serrano Parent, LLC ("Parent") and Serrano Merger Sub, Inc. ("Merger Sub"). The Merger Agreement provides that, subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into Sumo Logic (the "Merger"), with Sumo Logic continuing as the surviving corporation of the Merger and a wholly owned subsidiary of Parent (the "Surviving Corporation").
F5 At the Effective Time, each issued and outstanding stock option was cancelled and converted into the right to receive an amount in cash equal to (x) the Per Share Price, over (y) the exercise price per share of such stock option, subject to the terms set forth in the Merger Agreement. Following the Effective Time, the cash payments relating to the unvested shares underlying the stock option are subject to the Reporting Person's continued service with the Company through the applicable vesting dates that would have otherwise applied to the corresponding stock option.