SEC Form 4 · accession 0001008817-15-000028
SAPIENT CORP · SAPE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jerry A Greenberg
Director
Period of report
Feb 6, 2015
Accepted (ET)
Feb 10, 2015 · 9:41 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 | Jul 17, 2014 | G | 1,000,000 | $0.00 | D | 5,823,919 | D | |
| Common StockF2 | Sep 8, 2014 | G | 72,965 | $0.00 | A | 5,896,884 | D | |
| Common StockF2 | Sep 8, 2014 | G | 36,567 | $0.00 | A | 5,933,451 | D | |
| Common StockF6 | Sep 8, 2014 | G | 175,817 | $0.00 | A | 3,841,710 | I | JAG Remainder Trust 1996 |
| Common StockF2 | Oct 1, 2014 | G | 216,056 | $0.00 | A | 6,149,507 | D | |
| Common StockF2 | Oct 17, 2014 | G | 123,659 | $0.00 | A | 6,273,166 | D | |
| Common StockF2 | Nov 26, 2014 | G | 320,000 | $0.00 | D | 5,953,166 | D | |
| Common StockF2 | Dec 8, 2014 | G | 26,295 | $0.00 | A | 5,979,461 | D | |
| Common StockF6 | Dec 19, 2014 | G | 3,841,710 | $0.00 | D | 0 | I | JAG Remainder Trust 1996 |
| Common StockF6 | Dec 19, 2014 | G | 3,841,710 | $0.00 | A | 3,841,710 | I | JAG Remainder Trust - 2014 |
| Common StockF2 | Jan 20, 2015 | G | 70,856 | $0.00 | A | 6,050,317 | D | |
| Common StockF14 | Feb 6, 2015 | D | 6,050,317 | $25.00 | D | 0 | D | |
| Common StockF6 | Feb 6, 2015 | D | 3,841,710 | $25.00 | D | 0 | I | JAG Remainder Trust - 2014 |
| Common StockF6 | Feb 6, 2015 | D | 732,800 | $25.00 | D | 0 | I | JAG Family Trust 2011 |
| Common StockF6 | Feb 6, 2015 | D | 59,827 | $25.00 | D | 0 | I | JAG Family Trust 2004 |
| Common StockF6 | Feb 6, 2015 | D | 290 | $25.00 | D | 0 | I | Adi Greenberg Revocable Trust (spouse) |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On July 17, 2014, 1,000,000 shares were transferred from the Reporting Person's direct holdings to the Jerry A. Greenberg GRAT - 2014.
- F10On December 8, 2014, 26,295 shares were distributed to the Reporting Person's direct holdings from the Jerry A. Greenberg 5-Year GRAT - 2011 pursuant to the terms of the GRAT.
- F11On December 19, 2014, Indirect holdings in the amount of 3,841,710 were transferred from the Jerry A. Greenberg Remainder Trust - 1996 to the Jerry A. Greenberg Remainder Trust - 2014.
- F12On January 20, 2015, 70,856 shares were distributed to the Reporting Person's direct holdings from the Jerry A. Greenberg GRAT - 2014 pursuant to the terms of the GRAT.
- F13Pursuant 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.
- F146,123 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.
- F26,123 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").
- F3On September 8, 2014, 72,965 shares were distributed to the Reporting Person's direct holdings from the Jerry A. Greenberg 3-Year GRAT - 2011 pursuant to the terms of the GRAT.
- F4On September 8, 2014, 36,567 shares were distributed to the Reporting Person's direct holdings from the Jerry A. Greenberg 5-Year GRAT - 2011 pursuant to the terms of the GRAT.
- F5On September 8, 2014, 175,817 shares were distributed to the Jerry A. Greenberg Remainder Trust - 1996 from the Jerry A. Greenberg 3-Year GRAT - 2011 pursuant to the terms of the GRAT.
- F6The Reporting Person disclaims any and all beneficial ownership of the shares held by the Trust.
- F7On October 1, 2014, 216,056 shares were distributed to the Reporting Person's direct holdings from the Jerry A. Greenberg 5-Year GRAT - 2010 pursuant to the terms of the GRAT.
- F8On October 17, 2014, 123,659 shares were distributed to the Reporting Person's direct holdings from the Jerry A. Greenberg GRAT - 2014 pursuant to the terms of the GRAT.
- F9On November 26, 2014, the Reporting Person gifted 320,000 shares to a charitable foundation.