Andre Wong Durand - 18 Oct 2022 Form 4 Insider Report for Ping Identity Holding Corp.

Reporting relationship: CEO, DIRECTOR, Director
Issuer ticker: N/A
Reported as of: 18 Oct 2022
Net transaction value: -$14,318,856
SEC form: 4
Accepted by SEC: 20 Oct 2022, 17:32:19 UTC
Prior SEC filing: 05 Aug 2022
Next SEC filing: 25 May 2023
Source filing: View source filing
Reporting owner signature: /s/ Shalini Sharma, Attorney-in-Fact

Key filing fact

Andre Wong Durand filed Form 4 for Ping Identity Holding Corp. on 20 Oct 2022.

Key facts

This page summarizes Andre Wong Durand's Form 4 filing for Ping Identity Holding Corp..
3 reported transactions and 2 derivative rows are listed below.
Accepted by SEC: 20 Oct 2022, 17:32.

Change

Previous filing in this sequence was filed on 05 Aug 2022.
Current net transaction value: -$14,318,856.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

PING transaction

Company Common Stock, $0.001 par value

Disposed to Issuer

Transaction value: $14,318,856
Shares: -502,416
Change %: -100%
Price: $28.50
Shares after: 0
Date: 18 Oct 2022
Ownership: Direct
Footnotes: F1, F2

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

PING transaction Derivative

Options (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -1,060,000
Change %: -100%
Price
Shares after: 0
Date: 18 Oct 2022
Ownership: Direct
Underlying class: Company Common Stock, $0.001 par value
Underlying amount: 1,060,000
Exercise price: $7.85
Footnotes: F3

PING transaction Derivative

Options (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -165,750
Change %: -100%
Price
Shares after: 0
Date: 18 Oct 2022
Ownership: Direct
Underlying class: Company Common Stock, $0.001 par value
Underlying amount: 165,750
Exercise price: $8.48
Footnotes: F3

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Andre Wong Durand is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 3 footnotes

Footnote F1

Pursuant to the Agreement and Plan of Merger, dated August 2, 2022 (the "Merger Agreement"), by and among Project Polaris Holdings, LP ("Parent"), Project Polaris Merger Sub, Inc. ("Merger Sub") and the Issuer, Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger (the "Effective Time"), each share of the Issuer's common stock ("Company Common Stock") issued and outstanding immediately prior to the Merger was automatically cancelled, extinguished and converted into the right to receive $28.50 per share in cash, without interest thereon, subject to applicable withholding taxes (the "Per Share Price").

Footnote F2

The reported securities include unvested restricted stock units ("Company RSUs") of the Issuer which pursuant to the Merger Agreement, were, at the Effective Time, canceled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (i) the Per Share Price and (ii) the total number of shares of Company Common Stock subject to such Company RSUs as of immediately prior to the Effective Time. Cash paid in replacement of unvested Company RSUs will, subject to the Reporting Person's continued service through the applicable vesting dates, generally vest and be payable at the same time and under the same terms as the Company RSUs for which such cash was exchanged.

Footnote F3

Pursuant to the Merger Agreement, each option to purchase Company Common Stock that was outstanding as of immediately prior to the Effective Time with an exercise price per share less than the Per Share Price, whether vested or unvested (a "Company Option"), was, at the Effective Time, cancelled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (i) the number of shares of Company Common Stock subject to such Company Option as of immediately prior to the Effective Time and (ii) the excess, if any, of the Per Share Price over the per share exercise price of such Company Option.

SEC remarks

Pursuant to the Merger Agreement, at the Effective Time, certain performance-based restricted stock units granted to the Reporting Person were automatically cancelled and converted into the right to receive cash, which will, subject to the Reporting Person's continued service through the applicable vesting dates, generally vest and be payable at the same time and under the same terms as the awards for which such cash was exchanged. Such performance-based stock units were not previously reported in the Reporting Person's Section 16 filings in accordance with Section 16.