SEC Form 4 · accession 0001008817-15-000030
SAPIENT CORP · SAPE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Alan J Herrick
Officer — Chief Executive Officer · Director
Period of report
Feb 6, 2015
Accepted (ET)
Feb 10, 2015 · 9:45 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,F3 | Feb 6, 2015 | D | 1,395,913 | $25.00 | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
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.
- F2547,239 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. This amount has been reduced by 8,877 unvested dividend equivalents previously overstated in prior Forms 4. Fractional shares have been rounded up to the next whole unit for purposes of this Form 4.
- F3Amount includes 328,786 shares of Sapient Common Stock underlying Sapient performance restricted stock units ("Performance Restricted Stock Units"), which had not been previously reported. Pursuant to the Merger Agreement, on February 6, 2015, each Performance Restricted Stock Unit outstanding immediately prior to the Acceptance Time (as defined in the Merger Agreement) was canceled and converted into the right to receive the Merger Consideration (as if the applicable performance conditions were deemed achieved at the maximum performance level).