SEC Form 4 · accession 0001181431-15-001139
ACTUATE CORP · BIRT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Nicolas Nierenberg
Officer — Chairman & Chief Architect · Director
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 | 209,280 | $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 option (right to buy)F2 | $5.11 | Jan 16, 2015 | D | 100,000 | D | — | Jan 24, 2017 | Common Stock | 100,000 | 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.
- F2Pursuant 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.