SEC Form 4 · accession 0001104659-18-023087

CALLIDUS SOFTWARE INC · CALD

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

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").
• F2Represents performance-based restricted stock units ("PSUs") granted on July 15, 2015 and February 15, 2017, that, at the effective time of the Merger, were deemed earned and credited for performance, with respect to any uncompleted performance period as of the date of the Merger Agreement, at pay-out levels determined in accordance with the terms of the Merger Agreement. The time-based vesting requirements applicable to such PSUs remained unsatisfied as of the effective time of the Merger.
• F3Disposed of pursuant to the Merger Agreement.
• F4At the effective time of the Merger, each outstanding, unvested PSU was cancelled and converted into the unvested right to receive in cash the per share Merger Consideration for each share of Issuer Common Stock underlying such PSU, after giving effect to the pay-out levels determined in accordance with the Merger Agreement, as described in Note 2, with such payment to vest and become payable on the date upon which such PSU would have vested under the time-based vesting terms and conditions applicable to such PSU immediately prior to the effective time of the Merger.
• F5Represents restricted stock units ("RSUs") granted on February 16, 2016, February 15, 2017, and February 15, 2018, that, at the effective time of the Merger, had not vested.
• F6At the effective time of the Merger, each outstanding, unvested RSU that was granted prior to January 29, 2018, was cancelled and converted into the unvested right to receive in cash the per share Merger Consideration for each share of Issuer Common Stock underlying such RSU. Each unvested RSU that was granted after January 29, 2018, was cancelled and converted into an unvested cash-settled restricted stock unit denominated in the number of shares of SAP SE obtained by multiplying (i) the number of shares of Issuer Common Stock underlying such RSU by (ii) the quotient obtained by dividing the Merger Consideration by the average closing price of SAP SE shares over the five trading days ending on April 4, 2018. In each case, the converted awards vest and become payable on the date upon which the relevant RSU would have vested under the time-based vesting terms and conditions applicable to such RSU immediately prior to the effective time of the Merger.
• F7The Stock Options vested in equal monthly installments over a period of four years from the grant date of August 30, 2013.
• F8At 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.