SEC Form 4 · accession 0001181431-15-001129
ACTUATE CORP · BIRT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas McKeever
Officer — General Counsel & SVP,Corp Dev
Period of report
Jan 16, 2015
Accepted (ET)
Jan 20, 2015 · 3:20 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001062478
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common stock | Jan 16, 2015 | U | 11,520 | $6.60 | D | 1,000 | D | |
| Common stock | Jan 16, 2015 | D | 1,000 | $6.60 | 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 options (right to buy)F3 | $3.56 | Jan 16, 2015 | D | 50,000 | D | — | Feb 1, 2019 | Common stock | 50,000 | 0 | D |
| Stock options (right to buy)F4 | $4.44 | Jan 16, 2015 | D | 60,000 | D | — | May 10, 2016 | Common stock | 60,000 | 0 | D |
| Stock options (right to buy)F5 | $4.80 | Jan 16, 2015 | D | 85,000 | D | — | Jan 26, 2020 | Common stock | 85,000 | 0 | D |
| Stock options (right to buy)F6 | $5.11 | Jan 16, 2015 | D | 25,000 | D | — | Jan 24, 2017 | Common stock | 25,000 | 0 | D |
| Stock options (right to buy)F7 | $5.48 | Jan 16, 2015 | D | 30,000 | D | — | Jan 28, 2021 | Common stock | 30,000 | 0 | D |
| Stock options (right to buy)F8 | $5.55 | Jan 16, 2015 | D | 45,000 | D | — | Jan 30, 2023 | Common stock | 45,000 | 0 | D |
| Stock options (right to buy)F9 | $6.10 | Jan 16, 2015 | D | 30,000 | D | — | Jan 29, 2018 | Common stock | 30,000 | 0 | D |
| Stock options (right to buy)F10 | $6.30 | Jan 16, 2015 | D | 50,000 | D | — | Jan 27, 2022 | Common stock | 50,000 | 0 | D |
| Restricted stock unitsF11,F12,F13 | $0.00 | Jan 16, 2015 | D | 3,750 | D | — | — | Common stock | 3,750 | 0 | D |
| Restricted stock unitsF14,F15 | $0.00 | Jan 16, 2015 | D | 30,000 | D | — | — | Common stock | 30,000 | 0 | D |
| Restricted stock unitsF16,F17 | $0.00 | Jan 16, 2015 | D | 12,500 | D | — | — | Common stock | 12,500 | 0 | D |
| Restricted stock unitsF18,F19 | $0.00 | Jan 16, 2015 | D | 7,500 | D | — | — | Common stock | 7,500 | 0 | D |
Explanation of responses
- F1Pursuant to the terms of the Agreement and Plan of Merger dated December 5, 2014 (the "Merger Agreement") by and among Actuate Corporation ("Actuate"), Open Text Corporation ("Parent") and Asteroid Acquisition Corporation ("Merger Sub"), Merger Sub purchased each share of Actuate common stock, par value $0.001, including the associated preferred stock purchase right issued under the Company Rights Agreement (as defined in the Merger Agreement) (each, a "Share"), tendered and accepted for payment in the Offer (as defined in the Merger Agreement) at a price per share of $6.60 (the "Offer Price"), net to the seller in cash, without interest thereon and less any required withholding taxes.
- F10See footnote 3.
- F11Pursuant to the Merger Agreement, on January 16, 2015, at the Effective Time by virtue of the Merger, (i) each time-vested restricted stock unit that had not vested as of the Effective Time (other than restricted stock units held by non-employee directors, which accelerated at the Effective Time), was converted into the right to receive the Merger Consideration in respect of each share underlying the restricted stock unit, subject to the same terms and conditions (including vesting and settlement schedules and taking into account any elective deferrals) as applied to such restricted stock unit immediately prior to the Effective Time, subject to any applicable tax withholding and
- F12(ii) each restricted stock unit that had vested but not settled (including each performance-vested restricted stock unit no longer subject to any performance conditions as of the date of the Merger Agreement), was converted into the right to receive the Merger Consideration in respect of each share underlying such restricted stock unit, subject to the terms and conditions (including the settlement schedule) as applied to such restricted stock unit immediately prior to the Effective Time, subject to any applicable tax withholding.
- F13See footnotes 11 and 12.
- F14See footnotes 11 and 12.
- F15See footnotes 11 and 12.
- F16See footnotes 11 and 12.
- F17See footnotes 11 and 12.
- F18See footnotes 11 and 12.
- F19See footnotes 11 and 12.
- F2Pursuant to the Merger Agreement, on January 16, 2015, by virtue of the Merger (as defined in the Merger Agreement), each Share outstanding immediately prior to the Effective Time (other than each Share (i) owned by Parent or Merger Sub or held by a wholly-owned subsidiary of Parent or Actuate, or (ii) owned by Actuate stockholders who are entitled to and who properly exercise statutory appraisal rights with respect to such Share) was cancelled and converted into the right to receive an amount of cash per Share equal to the Offer Price, without interest thereon and less any applicable withholding taxes (the "Merger Consideration").
- F3Pursuant to the Merger Agreement, on January 16, 2015, at the Effective Time by virtue of the Merger, each company stock option, whether or not vested and exercisable, that was outstanding and unexercised immediately prior to the Effective Time, accelerated and was automatically converted in to the right to receive the excess, if any, of the price per share of $6.60 (the "Offer Price"), without interest thereon and less any applicable withholding taxes (the "Merger Consideration") over the exercise price per share of the stock option, subject to any applicable tax withholding.
- F4See footnote 3.
- F5See footnote 3.
- F6See footnote 3.
- F7See footnote 3.
- F8See footnote 3.
- F9See footnote 3.