Shalini Sharma - 18 Oct 2022 Form 4 Insider Report for Ping Identity Holding Corp.

Reporting relationship: CHIEF LEGAL OFFICER
Issuer ticker: N/A
Reported as of: 18 Oct 2022
Net transaction value: -$4,594,628
SEC form: 4
Accepted by SEC: 20 Oct 2022, 17:40:35 UTC
Prior SEC filing: 12 Oct 2022
Source filing: View source filing
Reporting owner signature: /s/ Shalini Sharma, Attorney-in-Fact

Key filing fact

Shalini Sharma filed Form 4 for Ping Identity Holding Corp. on 20 Oct 2022.

Key facts

This page summarizes Shalini Sharma's Form 4 filing for Ping Identity Holding Corp..
1 reported transaction and 0 derivative rows are listed below.
Accepted by SEC: 20 Oct 2022, 17:40.

Change

Previous filing in this sequence was filed on 12 Oct 2022.
Current net transaction value: -$4,594,628.

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: $4,594,628
Shares: -161,215
Change %: -100%
Price: $28.50
Shares after: 0
Date: 18 Oct 2022
Ownership: Direct
Footnotes: F1, F2

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

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

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

Explanation of responses 2 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.

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.