SEC Form 4 · accession 0001209191-16-134368
SCIQUEST INC · SQI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jennifer G Kaelin
Officer — Chief Financial Officer
Period of report
Jul 28, 2016
Accepted (ET)
Jul 29, 2016 · 9:33 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001082526
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jul 28, 2016 | D | 70,928 | $17.75 | 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 | $13.43 | Jul 28, 2016 | D | 10,000 | D | — | Jan 31, 2021 | Common Stock | 10,000 | 0 | D |
| Stock Option (Right to Buy)F3 | $14.46 | Jul 28, 2016 | D | 9,200 | D | — | Mar 9, 2022 | Common Stock | 9,200 | 0 | D |
| Stock Option (Right to Buy)F4 | $23.25 | Jul 28, 2016 | D | 10,000 | D | — | Apr 24, 2023 | Common Stock | 10,000 | 0 | D |
| Stock Option (Right to Buy)F5 | $28.77 | Jul 28, 2016 | D | 5,000 | D | — | Mar 3, 2024 | Common Stock | 5,000 | 0 | D |
| Stock Option (Right to Buy)F6 | $15.78 | Jul 28, 2016 | D | 5,000 | D | — | Apr 29, 2025 | Common Stock | 5,000 | 0 | D |
| Restricted Stock UnitF8,F7 | — | Jul 28, 2016 | D | 17,889 | D | — | — | Common Stock | 17,889 | 0 | D |
| Performance-Based Restricted Stock UnitF10,F9 | — | Jul 28, 2016 | D | 21,324 | D | — | — | Common Stock | 21,324 | 0 | D |
| Restricted Stock UnitF11,F7 | — | Jul 28, 2016 | D | 24,000 | D | — | — | Common Stock | 24,000 | 0 | D |
| Performance-Based Restricted Stock UnitF12,F9 | — | Jul 28, 2016 | D | 36,264 | D | — | — | Common Stock | 36,264 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to the Merger Agreement.
- F10On May 27, 2015, the reporting person was granted 17,889 performance-based restricted stock units. Pursuant to the terms of the agreement governing the performance-based restricted stock, at the effective time of the Merger, 21,324 performance-based restricted stock units were immediately deemed earned based on achievement of performance metrics (the "Earned Units"). Pursuant to the Merger Agreement, the Earned Units were cancelled in exchange for an aggregate cash payment of $378,495 subject to certain conditions and payable in accordance with the terms set forth in the agreement governing the performance-based restricted stock, which represents the product of (i) the aggregate number of shares of common stock subject to such Earned Units (21,324 shares) and (ii) the merger consideration of $17.75 per share, subject to required withholding of taxes. The unearned performance-based restricted stock units were cancelled and forfeited for no consideration pursuant to the Merger Agreement.
- F11On February 18, 2016, the reporting person was granted 24,000 restricted stock units, with the units vesting in four equal annual installments on each anniversary of the grant date until February 18, 2020. In connection with the Merger, the vesting of these restricted stock units were fully accelerated pursuant to the Issuer's Change of Control Severance Plan. Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $426,000, which represents the product of (i) the aggregate number of shares of common stock subject to such restricted stock units (24,000 shares) and (ii) the merger consideration of $17.75 per share, with such cash payment subject to any required withholding of taxes.
- F12On February 18, 2016, the reporting person was granted 24,000 performance-based restricted stock units. Pursuant to the terms of the agreement governing the performance-based restricted stock, at the effective time of the Merger, 36,264 performance-based restricted stock units were immediately deemed Earned Units. Pursuant to the Merger Agreement, the Earned Units were cancelled in exchange for an aggregate cash payment of $643,686, subject to certain conditions and payable in accordance with the terms set forth in the agreement governing the performance-based restricted stock, which represents the product of (i) the aggregate number of shares of common stock subject to such Earned Units (36,264 shares) and (ii) the merger consideration of $17.75 per share, subject to any required withholding of taxes. The unearned performance-based restricted stock units were cancelled and forfeited for no consideration pursuant to the Merger Agreement
- F2This option was granted on January 31, 2011 with respect to 10,000 shares of the Issuer's common stock, with the shares vesting in 48 equal monthly installments thereafter, becoming fully exercisable as of January 31, 2015. Pursuant to the Merger Agreement, this option was cancelled in exchange for a cash payment of $43,200, which represents the product of (i) the aggregate number of shares of common stock subject to such vested portion of the option (10,000 shares) and (ii) the excess of the merger consideration of $17.75 per share over the exercise price of the option per share, with such cash payment subject to any required withholding of taxes.
- F3This option was granted on March 9, 2012 with respect to 9,200 shares of the Issuer's common stock, with the shares vesting in 48 equal monthly installments thereafter, becoming fully exercisable as of March 9, 2016. Pursuant to the Merger Agreement, this option was cancelled in exchange for a cash payment of $30,268, which represents the product of (i) the aggregate number of shares of common stock subject to such vested portion of the option (9,200 shares) and (ii) the excess of the merger consideration of $17.75 per share over the exercise price of the option per share, with such cash payment subject to any required withholding of taxes.
- F4This option was granted on April 24, 2013 with respect to 10,000 shares of the Issuer's common stock, with the shares vesting in 48 equal monthly installments thereafter until April 24, 2017. In connection with the Merger, the vesting of this option was fully accelerated pursuant to the Issuer's Change of Control Severance Plan. Pursuant to the Merger Agreement, this option was cancelled and forfeited for no consideration, because the merger consideration of $17.75 per share did not exceed the exercise price of the option per share.
- F5This option was granted on March 3, 2014 with respect to 5,000 shares of the Issuer's common stock, with the shares vesting in 48 equal monthly installments thereafter until March 3, 2018. In connection with the Merger, the vesting of this option was fully accelerated pursuant to the Issuer's Change of Control Severance Plan. Pursuant to the Merger Agreement, this option was cancelled and forfeited for no consideration, because the merger consideration of $17.75 per share did not exceed the exercise price of the option per share.
- F6This option was granted on April 30, 2015 with respect to 5,000 shares of the Issuer's common stock, with the shares vesting in 48 equal monthly installments thereafter until April 30, 2019. In connection with the Merger, the vesting of this option was fully accelerated pursuant to the Issuer's Change of Control Severance Plan. Pursuant to the Merger Agreement, this option was cancelled in exchange for a cash payment of $11,900, which represents the product of (i) the aggregate number of shares of common stock subject to such vested portion of the option (5,000 shares) and (ii) the excess of the merger consideration of $17.75 per share over the exercise price of the option per share, with such cash payment subject to any required withholding of taxes.
- F7The restricted stock units convert into the right to receive an amount in cash equal to the product of (i) the total number of shares subject to such restricted stock unit and (ii) the per share merger consideration, less applicable taxes required to be withheld with respect to such payment.
- F8On May 27, 2015, the reporting person was granted 17,889 restricted stock units, with the units vesting in four equal annual installments on each anniversary of the grant date until May 27, 2019. In connection with the Merger, the vesting of these restricted stock units were fully accelerated pursuant to the Issuer's Change of Control Severance Plan. Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $317,529.75, which represents the product of (i) the aggregate number of shares of common stock subject to such restricted stock units (17,889 shares) and (ii) the merger consideration of $17.75 per share, with such cash payment subject to any required withholding of taxes.
- F9The performance-based restricted stock units convert into the right to receive an amount in cash equal to the product of (i) the total number of shares subject to such performance-based restricted stock unit based on actual achievement of the applicable performance metrics through the day immediately preceding the effective date of the Merger and (ii) the per share merger consideration, less applicable taxes required to be withheld with respect to such payment.
Remarks
On July 28, 2016, the Issuer became a wholly owned subsidiary of SciQuest Parent, LLC (f/k/a AKKR Green Parent, LLC) pursuant to the merger (the "Merger") effected in connection with that certain Agreement and Plan of Merger, dated May 30, 2016, by and among the Issuer, SciQuest Parent, LLC and AKKR Green Merger Sub, Inc. (the "Merger Agreement").