Ajay Kapur - Jan 25, 2022 Form 3 Insider Report for Limelight Networks, Inc. (EGIO)

Role: CTO
Signature: Ajay Kapur by: James R. Todd, Attorney-in-Fact
Stock symbol: EGIO
Transactions as of: Jan 25, 2022
Transactions value $: $0
Form type: 3
Date filed: 2/8/2022, 05:26 PM
Next filing: Mar 17, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	EGIO	Common Stock						6.8M	Jan 25, 2022	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	In connection with the acquisition of Moov Corporation by Limelight Networks, Inc. (the "Issuer") pursuant to the Agreement and Plan of Merger described in the current report on Form 8-K filed by the Issuer on July 28, 2021, shares of Moov Corporation were converted into cash and shares of the Issuer. As a result, following the acquisition, Mr. Kapur, Moov Corporation's former CEO, and now Issuer's CTO received 1,377,526 shares of Issuer's Common Stock as consideration for the merger. An additional 688,763 of Issuer's common stock are subject to a retention holdback payable to Mr. Kapur in 3 equal amounts after each of the first, second, and third anniversaries of the merger closing date, provided that Mr. Kapur remains continuously employed by Issuer on each vesting date.
F2	Mr. Kapur was granted (i) 1,806,034 service-based RSUs and (ii) 3,612,068 performance-based RSUs. One-third (1/3rd) of the service-based RSUs will vest on September 1, 2022, and one-twelfth (1/12th) of the RSUs will vest on the first day of each December, March, June, and September thereafter for eight (8) consecutive quarters, provided the recipient continues to be a Service Provider through each such vesting date. All of the performance-based RSUs are subject to vesting based on the achievement of certain financial and operational performance metrics by June 30, 2025. These grants were made under the Issuer's employment inducement plan pursuant to NASDAQ listing rule 5635(c)(4).

Content

In connection with the acquisition of Moov Corporation by Limelight Networks, Inc. (the "Issuer") pursuant to the Agreement and Plan of Merger described in the current report on Form 8-K filed by the Issuer on July 28, 2021, shares of Moov Corporation were converted into cash and shares of the Issuer. As a result, following the acquisition, Mr. Kapur, Moov Corporation's former CEO, and now Issuer's CTO received 1,377,526 shares of Issuer's Common Stock as consideration for the merger. An additional 688,763 of Issuer's common stock are subject to a retention holdback payable to Mr. Kapur in 3 equal amounts after each of the first, second, and third anniversaries of the merger closing date, provided that Mr. Kapur remains continuously employed by Issuer on each vesting date.

Mr. Kapur was granted (i) 1,806,034 service-based RSUs and (ii) 3,612,068 performance-based RSUs. One-third (1/3rd) of the service-based RSUs will vest on September 1, 2022, and one-twelfth (1/12th) of the RSUs will vest on the first day of each December, March, June, and September thereafter for eight (8) consecutive quarters, provided the recipient continues to be a Service Provider through each such vesting date. All of the performance-based RSUs are subject to vesting based on the achievement of certain financial and operational performance metrics by June 30, 2025. These grants were made under the Issuer's employment inducement plan pursuant to NASDAQ listing rule 5635(c)(4).

Remarks:

Executed pursuant to the Limited Power of Attorney for Section 16 reporting obligations dated September 14, 2021.