SEC Form 4 · accession 0001104659-18-023083
CALLIDUS SOFTWARE INC · CALD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kevin Klausmeyer
Director
Period of report
Apr 5, 2018
Accepted (ET)
Apr 9, 2018 · 5:14 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001035748
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Apr 5, 2018 | D | 30,253 | $36.00 | 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 OptionsF4,F3 | $4.31 | Apr 5, 2018 | D | 4,688 | D | May 29, 2013 | Apr 29, 2023 | Common Stock | 4,688 | 0 | D |
Explanation of responses
- F1This Form 4 is being filed in connection with the April 5, 2018 closing of the merger (the "Merger") of Emerson One Acquisition Corp. ("Merger Sub") with and into the Issuer pursuant to the Agreement and Plan of Merger, dated as of January 29, 2018 (the "Merger Agreement"), by and among SAP America, Inc., Merger Sub and the Issuer. Upon closing of the Merger, each outstanding share of Common Stock of the Issuer was converted into the right to receive $36.00 per share in cash, without interest (the "Merger Consideration").
- F2Disposed of pursuant to the Merger Agreement.
- F3The Stock Options vested in equal monthly installments over a period of four years from the grant date of April 29, 2013.
- F4At the effective time of the Merger, each outstanding vested and unvested Stock Option was cancelled and converted into the right to receive in cash an amount equal to the number of shares of Issuer Common Stock underlying such Stock Option multiplied by the excess, if any, of the Merger Consideration over the applicable exercise price.