Robert Raymond Petrocelli - 23 Jun 2022 Form 4 Insider Report for DATTO HOLDING CORP.

Reporting relationship: Chief Technology Officer
Issuer ticker: N/A
Reported as of: 23 Jun 2022
Net transaction value: -$7,234,212
SEC form: 4
Accepted by SEC: 27 Jun 2022, 21:44:55 UTC
Prior SEC filing: 03 Jun 2022
Next SEC filing: 13 Sep 2024
Source filing: View source filing
Reporting owner signature: /s/ Adam Collicelli, by Power of Attorney

Key filing fact

Robert Raymond Petrocelli filed Form 4 for DATTO HOLDING CORP. on 27 Jun 2022.

Key facts

This page summarizes Robert Raymond Petrocelli's Form 4 filing for DATTO HOLDING CORP..
2 reported transactions and 1 derivative row are listed below.
Accepted by SEC: 27 Jun 2022, 21:44.

Change

Previous filing in this sequence was filed on 03 Jun 2022.
Current net transaction value: -$7,234,212.

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.

MSP transaction

Common Stock

Disposed to Issuer

Transaction value: $3,660,938
Shares: -103,125
Change %: -100%
Price: $35.50
Shares after: 0
Date: 23 Jun 2022
Ownership: Direct
Footnotes: F1, F4, F5, F6

Reported derivative securities

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

MSP transaction Derivative

Stock Options

Disposed to Issuer

Transaction value: $3,573,275
Shares: -149,135
Change %: -100%
Price: $23.96
Shares after: 0
Date: 23 Jun 2022
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 149,135
Exercise price: $11.54
Footnotes: F1, F2, F3

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

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

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

Explanation of responses 6 footnotes

Footnote F1

Pursuant to the Agreement and Plan of Merger, dated April 11, 2022, by and among Knockout Parent Inc., Knockout Merger Sub Inc., the Issuer, and, for certain limited purposes set forth in the Merger Agreement, Kaseya Holdings Inc. and Kaseya Inc. (the "Merger Agreement"), each share of Issuer common stock ("Common Stock") was canceled and converted into the right to receive $35.50 per share in cash without interest, subject to required withholding taxes.

Footnote F2

Pursuant to the Merger Agreement, each option to purchase Issuer common stock (an "Option") that was unexpired, unexercised, outstanding and vested as of immediately prior to June 23, 2022 (the "Effective Time") or that vested in accordance with its terms as a result of the consummation of the Merger and the other transactions contemplated by the Merger Agreement (the "Transactions") (a "Vested Option"), was, at the Effective Time, canceled and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of Common Stock subject to such Vested Option as of immediately prior to the Effective Time and (ii) the excess, if any, of $35.50 over the per share exercise price of such Vested Option.

Footnote F3

At the Effective Time, these 149,135 Options were canceled in exchange for a cash payment representing the difference between $35.50 and the exercise price of the option per share.

Footnote F4

Pursuant to the Merger Agreement, as of the Effective Time, each restricted stock unit of the Issuer (an "RSU") that is unexpired, unexercised, outstanding and vested as of immediately prior to the Effective Time or that vested in accordance with its terms as a result of the consummation of the Transactions (a "Vested RSU") was canceled and converted into the right to receive an amount in cash equal to the product of (i) $35.50 and (ii) the total number of shares of Common Stock subject to such Vested RSUs as of immediately prior to the Effective Time.

Footnote F5

Pursuant to the Merger Agreement, each RSU that was outstanding as of immediately prior to the Effective Time that was not Vested RSUs ("Unvested RSUs") was, at the Effective Time, canceled and converted into the right to receive an amount in cash equal to the product of (i) $35.50 and (ii) the total number of shares of Common Stock subject to such Unvested RSUs (the "Cash Replacement RSU Amounts"), which Cash Replacement RSU Amounts will be paid at the same time that the Unvested RSUs would have vested pursuant to their terms.

Footnote F6

Represents RSUs granted to the Reporting Person on December 17, 2020. These RSUs vested 25% on the first anniversary of the grant date, December 17, 2020, and quarterly thereafter at a rate of 6.25% as long as such Reporting Person continues to be employed as of each respective vesting date. At the Effective Time, the 103,125 Unvested RSUs were canceled and converted into the right to receive a cash payment which represents $35.50 for each outstanding Unvested RSU, which will vest and be payable at the same time as the Unvested RSUs for which such cash amount was exchanged.