SEC Form 4 · accession 0001209191-16-149183

NETSUITE INC · N

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Douglas P. Solomon

Officer — SVP, General Counsel & Sec

Period of report

Nov 7, 2016

Accepted (ET)

Nov 9, 2016 · 8:53 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001117106

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Nov 7, 2016	D	15,036	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option (right to buy)^F3	$12.40	Nov 7, 2016	D	2,672	D	—	—	Common Stock	2,672	D
Employee Stock Option (right to buy)^F3	$29.32	Nov 7, 2016	D	8,486	D	—	—	Common Stock	8,486	D
Employee Stock Option (right to buy)^F3	$46.78	Nov 7, 2016	D	7,872	D	—	—	Common Stock	7,872	D
Employee Stock Option (right to buy)^F3	$69.25	Nov 7, 2016	D	19,589	D	—	—	Common Stock	19,589	D
Employee Stock Option (right to buy)^F3	$75.18	Nov 7, 2016	D	13,057	D	—	—	Common Stock	13,057	D
Employee Stock Option (right to buy)^F3	$92.58	Nov 7, 2016	D	17,241	D	—	—	Common Stock	17,241	D
Employee Stock Option (right to buy)^F3	$102.61	Nov 7, 2016	D	10,061	D	—	—	Common Stock	10,061	D
Restricted Stock Units^F4,F3	$0.00	Nov 7, 2016	D	30,093	D	—	—	Common Stock	30,093	D
Performance Restricted Stock Units^F4,F3,F5	$0.00	Nov 7, 2016	D	33,198	D	—	—	Common Stock	33,198	D

Explanation of responses

F1Includes 279 shares acquired under the NetSuite Inc. Employee Stock Purchase Plan on October 31, 2016. Excludes shares underlying Restricted Stock Units previously reported in this Table I but are displayed in Table II of this filing for clarity.
F2Outstanding shares of the common stock of the Issuer were converted into the right to receive $109.00 per share in cash, without interest thereon and subject to any required tax withholding (the "Merger Consideration"), in accordance with the Merger Agreement.
F3Outstanding stock options, restricted stock units ("RSUs") or performance-based restricted stock units ("PRSUs") of the Issuer were either (i) assumed by Parent and automatically converted into corresponding equity incentive awards on common stock of Parent in accordance with the Merger Agreement, or (ii) cancelled and converted into the right to receive the Merger Consideration (less the exercise price, in the case of stock options) in accordance with the Merger Agreement.
F4Each RSU and PRSU represented the contingent right to receive one share of common stock of the Issuer.
F5Includes PRSUs that were deemed fully vested and cancelled in exchange for the right to receive the Merger Consideration, in accordance with 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 July 28, 2016, a copy of which is filed as Exhibit 2.1 to the Issuer's Form 8-K filed with the SEC on August 1, 2016, and by which the Issuer became a wholly-owned subsidiary (the "Merger") of Oracle Corporation ("Parent").