Meridian BidCo LLC - 26 Aug 2024 Form 4 Insider Report for MariaDB plc

Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
4
Accepted by SEC
26 Aug 2024, 16:15:15 UTC
Prior SEC filing
29 Jul 2024
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
Meridian BidCo LLC By: Sujit Banerjee Its: President By: /s/ Sujit Banerjee

Key filing fact

Meridian BidCo LLC filed Form 4 for MariaDB plc on 26 Aug 2024.

Key facts

  • This page summarizes Meridian BidCo LLC's Form 4 filing for MariaDB plc.
  • 1 reported transaction and 0 derivative rows are listed below.
  • Accepted by SEC: 26 Aug 2024, 16:15.

Change

  • Previous filing in this sequence was filed on 29 Jul 2024.
  • Current net transaction value: +$4,292,061.

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.

MRDB transaction

Ordinary Shares

Purchase

Transaction value
$4,292,061
Shares
+7,803,747
Change %
+13%
Price
$0.5500
Shares after
69,067,030
Date
26 Aug 2024
Ownership
Direct
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

Meridian BidCo LLC 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 terms of the Amended and Restated Offer Document, dated June 24, 2024 (as amended, restated or supplemented, the "Offer Document"), Meridian BidCo LLC ("Bidco") conducted a tender offer (the "Offer") for all issued and to be issued ordinary shares of MariaDB plc ("MariaDB"), par value $0.01 per share (the "MariaDB Shares"), in exchange for $0.55 in cash per MariaDB Share. At 5:00 p.m. (New York City time) on July 23, 2024, the Offer expired and Bidco accepted for purchase a total of 61,263,283 MariaDB Shares validly tendered and not properly withdrawn prior to such time, representing approximately 88.7% of the issued share capital of MariaDB as of July 22, 2024.

Footnote F2

On July 26, 2024, Bidco sent compulsory acquisition notices (the "Notices") to those MariaDB shareholders who did not accept the Offer (the "Non-Assenting Shareholders"). Following the expiration of 30 calendar days from the date of such Notices, on August 26, 2024 the MariaDB Shares held by the Non-Assenting Shareholders were acquired compulsorily by Bidco on the same terms as the Offer (such acquisition, the "Buy Out" and, together with the Offer, the "Transactions").

Footnote F3

K1 Investment Management, LLC ("K1") indirectly controls Bidco. Each of K1 and Bidco disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. Following the closing of the Transactions, MariaDB became a wholly-owned subsidiary of Bidco.

We use cookies and similar technologies to provide certain features, enhance the user experience and, if you allow them, measure engagement and deliver advertising. Analytics and marketing storage stay off until you grant consent. By clicking on "Agree and continue", you declare your consent to the use of the selected optional cookies. Manage preferences to update or revoke optional consent for future visits. For more information, see our Privacy Policy .