| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | ZEN | Common Stock | Disposed to Issuer | -96.8K | -100% | 0 | Nov 22, 2022 | Direct | F1 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | ZEN | Stock Option (Right to Buy) | Disposed to Issuer | $0 | -28.3K | -100% | $0.00* | 0 | Nov 22, 2022 | Common Stock | 28.3K | $155.97 | Direct | F2 |
| transaction | ZEN | Stock Option (Right to Buy) | Disposed to Issuer | $0 | -7.39K | -100% | $0.00* | 0 | Nov 22, 2022 | Common Stock | 7.39K | $144.09 | Direct | F2 |
| transaction | ZEN | Stock Option (Right to Buy) | Disposed to Issuer | $0 | -19.6K | -100% | $0.00* | 0 | Nov 22, 2022 | Common Stock | 19.6K | $116.67 | Direct | F2 |
| transaction | ZEN | Stock Option (Right to Buy) | Disposed to Issuer | $0 | -39.1K | -100% | $0.00* | 0 | Nov 22, 2022 | Common Stock | 39.1K | $89.20 | Direct | F2 |
| transaction | ZEN | Stock Option (Right to Buy) | Disposed to Issuer | -$205K | -48.4K | -100% | $4.23* | 0 | Nov 22, 2022 | Common Stock | 48.4K | $73.27 | Direct | F3 |
| transaction | ZEN | Stock Option (Right to Buy) | Disposed to Issuer | -$1.72M | -44K | -100% | $39.00 | 0 | Nov 22, 2022 | Common Stock | 44K | $38.50 | Direct | F3 |
| transaction | ZEN | Stock Option (Right to Buy) | Disposed to Issuer | -$1.69M | -33.6K | -100% | $50.44 | 0 | Nov 22, 2022 | Common Stock | 33.6K | $27.06 | Direct | F3 |
| transaction | ZEN | Stock Option (Right to Buy) | Disposed to Issuer | -$6.59M | -125K | -100% | $52.73 | 0 | Nov 22, 2022 | Common Stock | 125K | $24.77 | Direct | F3 |
| transaction | ZEN | Stock Option (Right to Buy) | Disposed to Issuer | -$1.76M | -32.5K | -100% | $54.06 | 0 | Nov 22, 2022 | Common Stock | 32.5K | $23.44 | Direct | F3 |
| transaction | ZEN | Stock Option (Right to Buy) | Disposed to Issuer | -$8.56M | -126K | -100% | $67.98 | 0 | Nov 22, 2022 | Common Stock | 126K | $9.52 | Direct | F3 |
| transaction | ZEN | Restricted Stock Unit | Disposed to Issuer | -$1.23M | -15.9K | -100% | $77.50 | 0 | Nov 22, 2022 | Common Stock | 15.9K | Direct | F4 | |
| transaction | ZEN | Restricted Stock Unit | Disposed to Issuer | -$1M | -12.9K | -100% | $77.50 | 0 | Nov 22, 2022 | Common Stock | 12.9K | Direct | F4 | |
| transaction | ZEN | Restricted Stock Unit | Disposed to Issuer | -$618K | -7.97K | -100% | $77.50 | 0 | Nov 22, 2022 | Common Stock | 7.97K | Direct | F4 | |
| transaction | ZEN | Restricted Stock Unit | Disposed to Issuer | -$474K | -6.12K | -100% | $77.50 | 0 | Nov 22, 2022 | Common Stock | 6.12K | Direct | F4 | |
| transaction | ZEN | Restricted Stock Unit | Disposed to Issuer | -$191K | -2.47K | -100% | $77.50 | 0 | Nov 22, 2022 | Common Stock | 2.47K | Direct | F4 | |
| transaction | ZEN | Restricted Stock Unit | Disposed to Issuer | -$78.2K | -1.01K | -100% | $77.50 | 0 | Nov 22, 2022 | Common Stock | 1.01K | Direct | F4 | |
| transaction | ZEN | Performance Restricted Stock Unit | Award | $0 | +9.81K | $0.00 | 9.81K | Nov 22, 2022 | Common Stock | 9.81K | Direct | F5 | ||
| transaction | ZEN | Performance Restricted Stock Unit | Disposed to Issuer | -$760K | -9.81K | -100% | $77.50 | 0 | Nov 22, 2022 | Common Stock | 9.81K | Direct | F5 |
Adrian McDermott is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | The shares of Company common stock were disposed of pursuant to the Agreement and Plan of Merger, dated as of June 24, 2022 (the "Merger Agreement"), by and among the Company, Zoro BidCo, Inc., a Delaware corporation, and Zoro Merger Sub, Inc., a Delaware corporation, whereby at the effective time of the merger contemplated therein (the "Effective Time"), each share of Company common stock issued and outstanding immediately prior to the Effective Time, subject to certain exceptions as provided in the Merger Agreement, was converted into the right to receive $77.50 in cash, without interest (the "Merger Consideration"), subject to any required tax withholding as provided in the Merger Agreement. |
| F2 | At the Effective Time, each Company stock option that was out-of-the-money was cancelled for no consideration in accordance with the terms of the Merger Agreement. |
| F3 | At the Effective Time, each Company stock option that was in-the-money was canceled and converted, in accordance with the terms of the Merger Agreement, into the right to receive an unvested cash award (if such Company stock option was unvested) or a cash payment (if such Company stock option was vested), in each case, equal to the product of (x) the excess of the Merger Consideration over the exercise price per share of Company Common Stock subject to such option multiplied by (y) the total number of shares of Company Common Stock subject to such option as of immediately prior to the Effective Time. |
| F4 | At the Effective Time, each restricted stock unit award was canceled and converted, in accordance with the terms of the Merger Agreement, into the right to receive an unvested cash award equal to the product of (x) the number of shares of Company Common Stock subject to such award as of immediately prior to the Effective Time multiplied by (y) the Merger Consideration. |
| F5 | At the Effective Time, each performance-based restricted stock unit award was canceled and converted, in accordance with the terms of the Merger Agreement, into the right to receive an unvested cash award equal to the product of (x) the number of shares of Company Common Stock subject to such award as of immediately prior to the Effective Time multiplied by (y) the Merger Consideration. |