SEC Form 4 · accession 0001008817-15-000020
SAPIENT CORP · SAPE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
J Stuart Moore
Director
Period of report
Feb 6, 2015
Accepted (ET)
Feb 10, 2015 · 9:22 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001008817
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | Jun 5, 2014 | G | 3,700 | $0.00 | D | 4,299,513 | D | |
| Common StockF4 | Jul 9, 2014 | G | 618 | $0.00 | D | 49,382 | I | Spouse |
| Common StockF6 | Jul 16, 2014 | G | 700,000 | $0.00 | D | 3,599,513 | D | |
| Common StockF6 | Jul 24, 2014 | G | 646 | $0.00 | D | 3,598,867 | D | |
| Common StockF6 | Jul 28, 2014 | G | 85,629 | $0.00 | A | 3,684,496 | D | |
| Common StockF6 | Jul 28, 2014 | G | 86,464 | $0.00 | A | 3,770,960 | D | |
| Common StockF6 | Oct 14, 2014 | G | 2,130 | $0.00 | D | 3,768,830 | D | |
| Common StockF6 | Oct 16, 2014 | G | 87,689 | $0.00 | A | 3,856,519 | D | |
| Common StockF6 | Oct 28, 2014 | G | 86,284 | $0.00 | A | 3,942,803 | D | |
| Common StockF6 | Oct 28, 2014 | G | 87,125 | $0.00 | A | 4,029,928 | D | |
| Common StockF6 | Nov 23, 2014 | G | 1,686,720 | $0.00 | D | 2,343,208 | D | |
| Common StockF4 | Nov 23, 2014 | G | 1,686,720 | $0.00 | A | 1,736,102 | I | Spouse |
| Common StockF16 | Nov 23, 2014 | G | 590,037 | $0.00 | D | 0 | I | 1996 Irrevocable Trust |
| Common StockF4 | Nov 23, 2014 | G | 590,037 | $0.00 | A | 2,326,139 | I | Spouse |
| Common StockF16 | Nov 25, 2014 | G | 4,927,927 | $0.00 | D | 0 | I | 1996 Remainder Trust |
| Common StockF16 | Nov 25, 2014 | G | 4,927,927 | $0.00 | A | 4,927,927 | I | 2014 Remainder Trust |
| Common StockF6 | Dec 18, 2015 | G | 720,000 | $0.00 | D | 1,623,208 | D | |
| Common StockF4 | Dec 18, 2014 | G | 360,000 | $0.00 | D | 1,966,139 | I | Spouse |
| Common StockF6 | Dec 19, 2014 | G | 280,000 | $0.00 | D | 1,343,208 | D | |
| Common StockF4 | Dec 19, 2014 | G | 180,000 | $0.00 | D | 1,786,139 | I | Spouse |
| Common StockF6 | Jan 16, 2015 | G | 50,070 | $0.00 | A | 1,393,278 | D | |
| Common StockF6 | Jan 28, 2015 | G | 52,657 | $0.00 | A | 1,445,935 | D | |
| Common StockF6 | Jan 28, 2015 | G | 52,149 | $0.00 | A | 1,498,084 | D | |
| Common StockF26 | Feb 6, 2015 | D | 1,498,084 | $25.00 | D | 0 | D | |
| Common StockF4 | Feb 6, 2015 | D | 1,786,139 | $0.00 | D | 0 | I | Spouse |
| Common StockF16 | Feb 6, 2015 | D | 4,927,927 | $0.00 | D | 0 | I | 2014 Remainder Trust |
| Common StockF16 | Feb 6, 2015 | D | 637,868 | $0.00 | D | 0 | I | 2011 Irrevocable Trust |
| Common StockF4 | holding | — | — | — | 1,786,139 | I | Spouse | |
| Common StockF16 | holding | — | — | — | 4,927,927 | I | 2014 Remainder Trust | |
| Common StockF16 | holding | — | — | — | 637,868 | I | 2011 Irrevocable Trust |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On June 5, 2014, the Reporting Person gifted 3,700 shares.
- F10On October 14, 2014, the Reporting Person gifted 2,130 shares.
- F11On October 16, 2014, 87,689 shares were distributed to the Reporting Person's direct holdings from the J. Stuart Moore 2-Year GRAT III pursuant to the terms of the GRAT.
- F12On October 28, 2014, 86,284 shares were distributed to the Reporting Person's direct holdings from the J. Stuart Moore 2-Year GRAT pursuant to the terms of the GRAT.
- F13On October 28, 2014, 87,125 shares were distributed to the Reporting Person's direct holdings from the J. Stuart Moore 2-Year GRAT II pursuant to the terms of the GRAT.
- F14On November 23, 2014, 1,686,720 shares were transferred from the Reporting Person's direct holdings to the Reporting Person's spouse.
- F15On November 23, 2014, 590,037 shares were transferred from the J. Stuart Moore Irrevocable Trust - 1996 to the Reporting Person's spouse.
- F16The Reporting Person disclaims beneficial ownership of the shares held by this Trust.
- F17On November 25, 2014, 4,927,927 shares were transferred from the J. Stuart Moore Remainder Trust - 1996 to the J. Stuart Moore Remainder Trust - 2014. The Reporting Person is neither trustee nor a beneficiary of the J. Stuart Moore Remainder Trust - 2014 and disclaims beneficial ownership of the shares held by the Trust.
- F18On December 18, 2014, the Reporting Person gifted 720,000 shares to a charitable foundation.
- F19On December 18, 2014, the Reporting Person's former spouse gifted 360,000 shares to a charitable foundation.
- F213,911 of these securities represent shares of Sapient Corporation ("Sapient") common stock, par value $0.01 ("Common Stock") underlying Sapient restricted stock units subject to time-based vesting ("Restricted Stock Units").
- F20On December 19, 2014, the Reporting Person gifted 280,000 shares to a charitable gift fund.
- F21On December 19, 2014, the Reporting Person's former spouse gifted 180,000 shares to a charitable gift fund.
- F22On January 16, 2015, 50,070 shares were distributed to the Reporting Person's direct holdings from the J. Stuart Moore 2-Year GRAT III pursuant to the terms of the GRAT.
- F23On January 28, 2015, 52,657 shares were distributed to the Reporting Person's direct holdings from the J. Stuart Moore 2-Year GRAT II pursuant to the terms of the GRAT.
- F24On January 28, 2015, 52,149 shares were distributed to the Reporting Person's direct holdings from the J. Stuart Moore 2-Year GRAT pursuant to the terms of the GRAT.
- F25Pursuant to the terms of the Agreement and Plan of Merger, dated as of November 1, 2014, among Sapient, Publicis Groupe S.A. and 1926 Merger Sub Inc. (the "Merger Agreement"), on February 6, 2015, each share of Sapient Common Stock issued and outstanding immediately prior to the Effective Time (as defined in the Merger Agreement) and not otherwise excluded pursuant to the terms of the Merger Agreement, was converted into the right to receive $25.00 per share in cash (the "Merger Consideration"), subject to any required withholding taxes.
- F266,123 of these securities represent shares of Sapient Common Stock underlying Sapient Restricted Stock Units. Pursuant to the Merger Agreement, on February 6, 2015, Sapient Restricted Stock Units, plus any accrued and unvested dividend equivalent rights associated with such Restricted Stock Units, outstanding immediately prior to the Acceptance Time (as defined in the Merger Agreement) were canceled and converted into the right to receive the Merger Consideration, subject to any required withholding taxes.
- F3On July 9, 2014, the Reporting Person's spouse gifted 618 shares.
- F4Effective December 15, 2014, the Reporting Person was no longer married and disclaims beneficial ownership of all shares held by his former spouse.
- F5On July 16, 2014, 700,000 shares were transferred from the Reporting Person's direct holdings to the J. Stuart Moore 2-Year GRAT III.
- F66,123 of these securities represent shares of Sapient Common Stock underlying Sapient Restricted Stock Units.
- F7On July 24, 2014, the Reporting Person gifted 646 shares.
- F8On July 28, 2014, 85,629 shares were distributed to the Reporting Person's direct holdings from the J. Stuart Moore 2-Year GRAT pursuant to the terms of the GRAT.
- F9On July 28, 2014, 86,464 shares were distributed to the Reporting Person's direct holdings from the J. Stuart Moore 2-Year GRAT II pursuant to the terms of the GRAT.