SEC Form 4 · accession 0001008817-15-000025
SAPIENT CORP · SAPE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Laurie W. MacLaren
Officer — Senior Vice President
Period of report
Feb 6, 2015
Accepted (ET)
Feb 10, 2015 · 9:38 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 | Feb 6, 2015 | D | 104,833 | $25.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F3 | $7.05 | Feb 6, 2015 | D | 674 | D | — | May 18, 2017 | Common Stock | 674 | 0 | D |
| Stock Option (right to buy)F3 | $7.05 | Feb 6, 2015 | D | 964 | D | — | May 18, 2017 | Common Stock | 964 | 0 | D |
| Stock Option (right to buy)F3 | $7.05 | Feb 6, 2015 | D | 1,432 | D | — | May 18, 2016 | Common Stock | 1,432 | 0 | D |
Explanation of responses
- F1Pursuant to the terms of the Agreement and Plan of Merger, dated as of November 1, 2014, among Sapient Corporation ("Sapient"), Publicis Groupe S.A. and 1926 Merger Sub Inc. (the "Merger Agreement"), on February 6, 2015, each share of Sapient common stock, par value $0.01 ("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.
- F267,160 of these securities represent shares of Sapient Common Stock underlying Sapient restricted stock units subject to time-based vesting ("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. Fractional shares have been rounded up to the next whole unit for purposes of this Form 4.
- F3Pursuant to the Merger Agreement, on February 6, 2015, each Sapient stock option outstanding at the Acceptance Time, whether or not vested, was canceled and converted into the right to receive the excess, if any, of the Merger Consideration over the exercise price per share of the stock option, subject to any required withholding taxes.