SEC Form 4 · accession 0001209191-16-134370
SCIQUEST INC · SQI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Douglas Keister
Officer — Senior Vice President of Sales
Period of report
Jul 28, 2016
Accepted (ET)
Jul 29, 2016 · 9:36 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 | 2,221 | $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 | $23.78 | Jul 28, 2016 | D | 146,458 | D | — | May 28, 2023 | Common Stock | 185,000 | 0 | D |
| Stock Option (Right to Buy)F3 | $25.01 | Jul 28, 2016 | D | 15,997 | D | — | Feb 5, 2024 | Common Stock | 26,479 | 0 | D |
| Stock Option (Right to Buy)F4 | $10.21 | Jul 28, 2016 | D | 7,500 | D | — | Oct 28, 2025 | Common Stock | 7,500 | 0 | D |
| Restricted Stock UnitF6,F5 | — | Jul 28, 2016 | D | 2,074 | D | — | — | Common Stock | 2,074 | 0 | D |
| Restricted Stock UnitF7,F5 | — | Jul 28, 2016 | D | 2,981 | D | — | — | Common Stock | 2,981 | 0 | D |
| Performance-Based Restricted Stock UnitF9,F8 | — | Jul 28, 2016 | D | 14,216 | D | — | — | Common Stock | 14,216 | 0 | D |
| Restricted Stock UnitF10,F5 | — | Jul 28, 2016 | D | 20,000 | D | — | — | Common Stock | 20,000 | 0 | D |
| Performance-Based Restricted Stock UnitF11,F8 | — | Jul 28, 2016 | D | 30,220 | D | — | — | Common Stock | 30,220 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to the Merger Agreement.
- F10On February 18, 2016, the reporting person was granted 20,000 restricted stock units, with the units vesting in four equal annual installments on each anniversary of the grant date until February 18, 2020. As the restricted stock units were not vested on July 28, 2016, the time of the Merger, the restricted stock units have been cancelled and forfeited for no consideration pursuant to the Merger Agreement.
- F11On February 18, 2016, the reporting person was granted 20,000 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, 30,220 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 $536,405, 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 (30,220 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.
- F2This option was granted on May 28, 2013 with respect to 185,000 shares of the Issuer's common stock, with 25% vesting on May 28, 2014 and the remainder vesting in 36 equal monthly installments, becoming fully exercisable as of May 28, 2017. As of effective date of the Merger, the option was vested with respect to 146,458 shares and unvested with respect to 38,542 shares. The unvested options were cancelled and forfeited for no consideration pursuant to the Merger Agreement. Pursuant to the Merger Agreement, the vested portion of 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.
- F3This option was granted on February 5, 2014 with respect to 26,479 shares of the Issuer's common stock, with the shares vesting in 48 equal monthly installments thereafter until February 5, 2018. As of effective date of the Merger, the option was vested with respect to 15,998 shares and unvested with respect to 10,481 shares. The unvested options were cancelled and forfeited for no consideration pursuant to the Merger Agreement. 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.
- F4This option was granted on October 28, 2015 with respect to 40,000 shares of the Issuer's common stock, with the shares vesting in 48 equal monthly installments thereafter until October 28, 2019. As of effective date of the Merger, the option was vested with respect to 7,500 shares and unvested with respect to 32,500 shares. The unvested options were cancelled and forfeited for no consideration pursuant to the Merger Agreement. Pursuant to the Merger Agreement, the vested portion of this option was cancelled in exchange for a cash payment of $56,550, which represents the product of (i) the aggregate number of shares of common stock subject to such vested portion of the option (7,500 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.
- F5The 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.
- F6On February 5, 2014, the reporting person was granted 4,148 restricted stock units, with the units vesting in four equal annual installments on each anniversary of the grant date until February 5, 2018. As of effective date of the Merger, 2,074 restricted stock units were vested and 2,074 restricted stock units were unvested. Pursuant to the Merger Agreement, the vested restricted stock units were cancelled in exchange for a cash payment of $36,813.50, which represents the product of (i) the aggregate number of shares of common stock subject to such vested restricted stock units (2,074 shares) and (ii) the merger consideration of $17.75 per share, with such cash payment subject to any required withholding of taxes. The unvested restricted stock units were cancelled and forfeited for no consideration pursuant to the Merger Agreement.
- F7On March 18, 2015, the reporting person was granted 11,926 restricted stock units, with the units vesting in four equal annual installments on each anniversary of the grant date until March 18, 2019. As of effective date of the Merger, 2,981 restricted stock units were vested and 8,945 restricted stock units were unvested. Pursuant to the Merger Agreement, the vested restricted stock units were cancelled in exchange for a cash payment of $52,912.75, which represents the product of (i) the aggregate number of shares of common stock subject to such vested restricted stock units (2,981 shares) and (ii) the merger consideration of $17.75 per share, with such cash payment subject to any required withholding of taxes. The unvested restricted stock units were cancelled and forfeited for no consideration pursuant to the Merger Agreement.
- F8The 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.
- F9On March 18, 2015, the reporting person was granted 11,926 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, 14,216 performance-based restricted stock units were immediately deemed earned based on achievement of performance metrics ("Earned Units"). Pursuant to the Merger Agreement, the Earned Units were cancelled in exchange for an aggregate cash payment of $252,330, 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 (14,216 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
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").