SEC Form 4 · accession 0001181431-15-001134
ACTUATE CORP · BIRT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Arthur C Patterson
Director
Period of report
Jan 16, 2015
Accepted (ET)
Jan 20, 2015 · 3:23 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 | 985,970 | $6.60 | D | 935,900 | D | |
| Common StockF3 | Jan 16, 2015 | U | 40,000 | $6.60 | D | 895,900 | I | see footnote |
| Common StockF5 | Jan 16, 2015 | U | 345,960 | $6.60 | D | 549,940 | I | see footnote |
| Common StockF7 | Jan 16, 2015 | U | 549,940 | $6.60 | D | 0 | I | see footnote |
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)F8 | $5.47 | Jan 16, 2015 | D | 16,000 | D | — | May 25, 2021 | Common stock | 16,000 | 0 | D |
| Stock option (right to buy)F9 | $6.20 | Jan 16, 2015 | D | 25,000 | D | — | May 30, 2017 | Common stock | 25,000 | 0 | D |
| Restricted stock unitF10,F11,F12 | $0.00 | Jan 16, 2015 | D | 16,000 | D | — | — | Common stock | 16,000 | 0 | D |
| Restricted stock unitF13,F14 | $0.00 | Jan 16, 2015 | D | 8,000 | D | — | — | Common stock | 8,000 | 0 | D |
| Restricted stock unitF15,F16 | $0.00 | Jan 16, 2015 | D | 16,000 | D | — | — | Common stock | 16,000 | 0 | D |
| Restricted stock unitF17,F18 | $0.00 | Jan 16, 2015 | D | 8,000 | D | — | — | Common stock | 8,000 | 0 | D |
| Restricted stock unitF19,F20 | $0.00 | Jan 16, 2015 | D | 8,000 | D | — | — | Common stock | 8,000 | 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.
- F10Pursuant 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
- F11(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.
- F12See footnotes 10 and 11.
- F13See footnotes 10 and 11.
- F14See footnotes 10 and 11.
- F15See footnotes 10 and 11.
- F16See footnotes 10 and 11.
- F17See footnotes 10 and 11.
- F18See footnotes 10 and 11.
- F19See footnotes 10 and 11.
- F2See footnote 1.
- F20See footnotes 10 and 11.
- F3Specified Shares held by the Patterson Family Foundation.
- F4See footnote 1.
- F5Specified Shares held by Ellmore C. Patterson Partners.
- F6See footnote 1.
- F7Specified Shares held by ACP Family Partnership.
- F8Pursuant to the Merger Agreement, on January 16, 2015, at the Effective Time (as defined in the Merger Agreement) by virtue of the Merger (as defined in the Merger Agreement), 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 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.
- F9See footnote 8.