James Cameron McMartin - Aug 16, 2022 Form 4 Insider Report for Sailpoint Technologies Holdings, Inc. (SAIL)

Role: Director
Signature: /s/ Ryan Clyde, attorney-in-fact
Stock symbol: SAIL
Transactions as of: Aug 16, 2022
Transactions value $: $0
Form type: 4
Date filed: 8/16/2022, 05:48 PM
Previous filing: May 27, 2022
Next filing: May 26, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SAIL	Common Stock	Disposed to Issuer	$0	-48.5K	-100%	$0.00^*	0	Aug 16, 2022	Direct	F1

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	SAIL	Stock Option (right to buy)	Disposed to Issuer	$0	-47.9K	-100%	$0.00^*	0	Aug 16, 2022	Common Stock	47.9K	$12.00	Direct	F2, F3
transaction	SAIL	Stock Option (right to buy)	Disposed to Issuer	$0	-56.8K	-100%	$0.00^*	0	Aug 16, 2022	Common Stock	56.8K	$29.91	Direct	F2, F4

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

James Cameron McMartin is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Pursuant to the Agreement and Plan of Merger, dated April 10, 2022 (the Merger Agreement), by and among SailPoint Technologies Holdings, Inc. (Issuer), SailPoint Intermediate Holdings III, LP (f/k/a Project Hotel California Holdings, LP) (Parent) and Project Hotel California Merger Sub, Inc. (Merger Sub), on August 16, 2022, Merger Sub merged with and into Issuer, with Issuer surviving the merger as a wholly-owned subsidiary of Parent (such merger and the other transactions contemplated by the Merger Agreement, the Merger). At the effective time of the Merger, each then outstanding share of Issuer common stock was cancelled and extinguished and automatically converted into the right to receive an amount in cash equal to $65.25, without interest thereon and less any applicable withholding taxes.
F2	Each option to purchase shares of Issuer common stock (Option) that was vested and outstanding immediately prior to the Effective Time (Vested Option) was automatically cancelled and converted into the right to receive an amount in cash, without interest, equal to (x) the difference between $65.25 and the per share exercise price of such Vested Option, multiplied by (y) the total number of shares underlying such Vested Option, subject to any required withholding of taxes. Each Option that was outstanding but unvested immediately prior to the Effective Time (Unvested Option) was automatically converted into the contingent right to receive an amount in cash, without interest, equal to (x) the difference between $65.25 and the per share exercise price of such Unvested Option multiplied by (y) the total number of shares underlying such Unvested Option, in each case subject to the same terms and conditions that applied to the Unvested Option immediately prior to the Effective Time.
F3	This Option was granted on November 16, 2017. 25% vested on the first anniversary of the date of grant and then 1/48th vests each month thereafter, such that 100% of the award will be vested on the fourth anniversary of the date of grant.
F4	This Option was granted on February 7, 2019. 25% vested on the first anniversary of the date of grant and then 1/48th vests each month thereafter, such that 100% of the award will be vested on the fourth anniversary of the date of grant.