SEC Form 4 · accession 0001181431-15-001132
ACTUATE CORP · BIRT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Timothy B. Yeaton
Director
Period of report
Jan 16, 2015
Accepted (ET)
Jan 20, 2015 · 3:22 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001062478
Table I — non-derivative securities
No Table I lines on this filing.
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)F1 | $5.47 | Jan 16, 2015 | D | 16,000 | D | — | May 25, 2021 | Common stock | 16,000 | 0 | D |
| Stock option (right to buy)F2 | $5.54 | Jan 16, 2015 | D | 25,000 | D | — | Jan 21, 2021 | Common stock | 25,000 | 0 | D |
| Restricted stock unitsF3,F4,F5 | $0.00 | Jan 16, 2015 | D | 16,000 | D | — | — | Common stock | 16,000 | 0 | D |
| Restricted stock unitsF6,F7 | $0.00 | Jan 16, 2015 | D | 8,000 | D | — | — | Common stock | 8,000 | 0 | D |
| Restricted stock unitsF8,F9 | $0.00 | Jan 16, 2015 | D | 16,000 | D | — | — | Common stock | 16,000 | 0 | D |
| Restricted stock unitsF10,F11 | $0.00 | Jan 16, 2015 | D | 8,000 | D | — | — | Common stock | 8,000 | 0 | D |
| Restricted stock unitsF12,F13 | $0.00 | Jan 16, 2015 | D | 12,500 | D | — | — | Common stock | 12,500 | 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"), on January 16, 2015, at the Effective Time (as defined in the Merger Agreement) 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.
- F10See footnotes 3 and 4.
- F11See footnotes 3 and 4.
- F12See footnotes 3 and 4.
- F13See footnotes 3 and 4.
- F2See footnote 1.
- F3Pursuant 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
- F4(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.
- F5See footnotes 3 and 4.
- F6See footnotes 3 and 4.
- F7See footnotes 3 and 4.
- F8See footnotes 3 and 4.
- F9See footnotes 3 and 4.