SEC Form 4 · accession 0001209191-16-134372
SCIQUEST INC · SQI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Elizabeth A Hendriks
Officer — Chief Technology Officer
Period of report
Jul 28, 2016
Accepted (ET)
Jul 29, 2016 · 9:38 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001082526
Table I — non-derivative securities
No Table I lines on this filing.
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)F1 | $14.66 | Jul 28, 2016 | D | 23,020 | D | — | Feb 4, 2025 | Common Stock | 23,020 | 0 | D |
| Restricted Stock UnitF3,F2 | — | Jul 28, 2016 | D | 13,200 | D | — | — | Common Stock | 13,200 | 0 | D |
| Performance-Based Restricted Stock UnitF5,F4 | — | Jul 28, 2016 | D | 19,945 | D | — | — | Common Stock | 19,945 | 0 | D |
Explanation of responses
- F1This option was granted on February 4, 2015, with 25% vesting on February 4, 2016 and the remainder vesting in 36 equal monthly installments thereafter until February 4, 2019. As of effective date of the Merger, the option was vested with respect to 23,020 shares and unvested with respect to 41,980 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 the option was cancelled in exchange for a cash payment of $68,829.80, which represents the product of (i) the aggregate number of shares of common stock subject to such vested portion of the option (23,020 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.
- F2The 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.
- F3On February 18, 2016, the reporting person was granted 13,200 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.
- F4The 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.
- F5On February 18, 2016, the reporting person was granted 13,200 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, 19,945 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 $354,027, 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 (19,945 shares) and (ii) the merger consideration of $17.75 per share, subject to required withholding 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").