SEC Form 4 · accession 0001209191-15-065647
INFORMATICA CORP · INFA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Geoffrey W Squire
Director
Period of report
Aug 6, 2015
Accepted (ET)
Aug 12, 2015 · 5:29 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001080099
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Aug 6, 2015 | D | 116,694 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-qualified stock option (right to buy)F3 | $26.82 | Aug 6, 2015 | D | 15,000 | D | — | Jun 15, 2017 | Common Stock | 15,000 | 0 | D |
| Non-qualified stock option (right to buy)F3 | $56.27 | Aug 6, 2015 | D | 10,000 | D | — | May 26, 2018 | Common Stock | 10,000 | 0 | D |
| Non-qualified stock option (right to buy)F3 | $41.43 | Aug 6, 2015 | D | 10,000 | D | — | May 31, 2019 | Common Stock | 10,000 | 0 | D |
| Non-qualified stock option (right to buy)F3 | $34.45 | Aug 6, 2015 | D | 10,000 | D | — | May 24, 2020 | Common Stock | 10,000 | 0 | D |
Explanation of responses
- F1Each outstanding share of the Common Stock of the Issuer was converted into the right to receive $48.75 per share in cash, as described in the Merger Agreement.
- F2Certain of these securities were restricted stock units ("RSUs") that represented the Reporting Person's right to receive Common Stock shares of the Issuer. The RSUs were cancelled or assumed by Newco, as described in the Merger Agreement.
- F3Each outstanding option of the Issuer was either converted into the right to receive cash, or was cancelled without any cash payment or other consideration, as described in the Merger Agreement.
Remarks
This Form 4 reports securities disposed pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 6, 2015, a copy of which is filed as Exhibit 2.1 to the Issuer's Form 8-K filed with the SEC on April 7, 2015, and by which the Issuer became a wholly-owned subsidiary of Ithaca Holdco 2 LLC ("Newco").