SEC Form 4 · accession 0001179110-17-000705
DATALINK CORP · DTLK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Denise Westenfield
Officer — VP, Controller, Chief Acct Off
Period of report
Jan 6, 2017
Accepted (ET)
Jan 6, 2017 · 5:46 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001056923
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jan 6, 2017 | D | 40,882 | $11.25 | 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,F2 | $6.83 | Jan 6, 2017 | D | 38,230 | D | — | Feb 26, 2026 | Common Stock | 38,230 | 0 | D |
| Performance Stock Units (PSUs)F5,F4,F6 | — | Jan 6, 2017 | D | 11,430 | D | — | — | Common Stock | 11,430 | 0 | D |
Explanation of responses
- F1Price reflects per share consideration paid pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 6, 2016, by and among Datalink Corporation, Insight Enterprises Inc., and Reef Acquisition Co.
- F2These stock options were granted on February 26, 2016 and provided for vesting as follows: 50% vest on the first anniversary of the grant date, 25% vest on the second anniversary of the grant date, and 25% vest on the third anniversary of the grant date.
- F3Each stock option was canceled pursuant to the terms of the Merger Agreement in exchange for a cash payment of $11.25 (the per share consideration under the Merger Agreement) less the per share exercise price.
- F4Each PSU represents a contingent right to receive one share of common stock.
- F5These PSUs were granted on February 26, 2016 and provided for vesting as follows: 1/3 vest February 26, 2019 if the company's stock achieves a market price of $9.00/share for 20 consecutive trading days before that date; 1/3 vest February 26, 2020 if the company's stock achieves a market price of $11.00/share for 20 consecutive trading days before that date; 1/3 vest February 26, 2021 if the company's stock achieves a market price of $13.00/share for 20 consecutive trading days before that date.
- F6Each PSU was canceled pursuant to the terms of the Merger Agreement in exchange for a cash payment of $11.25 (the per share consideration under the Merger Agreement).