SEC Form 4 · accession 0001181431-15-001137
ACTUATE CORP · BIRT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Peter I Cittadini
Officer — President and CEO
Period of report
Jan 16, 2015
Accepted (ET)
Jan 20, 2015 · 3:24 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 | 1,754,737 | $6.60 | D | 0 | D | |
| Common StockF3 | Jan 16, 2015 | U | 440,840 | $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)F4 | $3.56 | Jan 16, 2015 | D | 250,000 | D | — | Feb 1, 2019 | Common Stock | 250,000 | 0 | D |
| Stock option (right to buy)F5 | $3.59 | Jan 16, 2015 | D | 225,000 | D | — | Jan 24, 2016 | Common Stockv | 225,000 | 0 | D |
| Stock option (right to buy)F6 | $4.80 | Jan 16, 2015 | D | 150,000 | D | — | Jan 26, 2020 | Common Stock | 150,000 | 0 | D |
| Stock option (right to buy)F7 | $5.11 | Jan 16, 2015 | D | 300,000 | D | — | Jan 24, 2017 | Common Stock | 300,000 | 0 | D |
| Stock option (right to buy)F8 | $5.48 | Jan 16, 2015 | D | 150,000 | D | — | Jan 28, 2021 | Common Stock | 150,000 | 0 | D |
| Stock option (right to buy)F9 | $6.10 | Jan 16, 2015 | D | 300,000 | D | — | Jan 29, 2018 | Common Stock | 300,000 | 0 | D |
| Stock option (right to buy)F10 | $6.30 | Jan 16, 2015 | D | 170,000 | D | — | Jan 27, 2022 | Common Stock | 170,000 | 0 | D |
| Restricted stock unitsF11,F12 | $0.00 | Jan 16, 2015 | D | 275,000 | D | — | — | Common Stock | 275,000 | 0 | D |
| Restricted stock unitsF13,F14 | $0.00 | Jan 16, 2015 | D | 170,000 | D | — | — | Common Stock | 170,000 | 0 | D |
| Restricted stock unitsF15,F16 | $0.00 | Jan 16, 2015 | D | 85,000 | D | — | — | Common Stock | 85,000 | 0 | D |
| Restricted stock unitsF17,F18 | $0.00 | Jan 16, 2015 | D | 50,560 | D | — | — | Common Stock | 50,560 | 0 | D |
| Restricted stock unitsF19,F20 | $0.00 | Jan 16, 2015 | D | 75,000 | D | — | — | Common Stock | 75,000 | 0 | D |
| Restricted stock unitsF21,F22 | $0.00 | Jan 16, 2015 | D | 75,000 | D | — | — | Common Stock | 75,000 | 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.
- F10See footnote 4.
- 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 (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 underlyi
- F12See footnote 11.
- F13See footnote 11.
- F14See footnote 11.
- F15See footnote 11.
- F16See footnote 11.
- F17See footnote 11.
- F18See footnote 11.
- F19See footnote 11.
- F2See footnote 1.
- F20See footnote 11.
- F21See footnote 11.
- F22See footnote 11.
- F3(2) Specified Shares are held by the Peter I Cittadini + Judith E Cittadini TR UA 07/05/11 Cittadini Family Trust.
- F4Pursuant 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 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.
- F5See footnote 4.
- F6See footnote 4.
- F7See footnote 4.
- F8See footnote 4.
- F9See footnote 4.