SEC Form 4 · accession 0000899243-16-034738
CVENT INC · CVT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bharet Malhotra
Officer — SVP, Sales
Period of report
Nov 29, 2016
Accepted (ET)
Dec 1, 2016 · 8:37 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001122897
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Nov 29, 2016 | D | 235,687 | — | D | 0 | D | |
| Common StockF3,F4 | Nov 29, 2016 | D | 25,000 | — | D | 0 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F5 | $1.80 | Nov 29, 2016 | J | 16,555 | D | — | Mar 11, 2021 | Common Stock | 16,555 | 31,945 | D |
| Employee Stock Option (Right to Buy)F6 | $1.80 | Nov 29, 2016 | D | 31,945 | D | — | Mar 11, 2021 | Common Stock | 31,945 | 0 | D |
| Employee Stock Option (Right to Buy)F6 | $27.84 | Nov 29, 2016 | D | 46,189 | D | — | Dec 31, 2024 | Common Stock | 46,189 | 0 | D |
| Employee Stock Option (Right to Buy)F6 | $27.84 | Nov 29, 2016 | D | 15,973 | D | — | Oct 15, 2025 | Common Stock | 15,973 | 0 | D |
| Employee Stock Option (Right to Buy)F6 | $21.73 | Nov 29, 2016 | D | 48,433 | D | — | Apr 6, 2026 | Common Stock | 48,433 | 0 | D |
Explanation of responses
- F1Includes 43,349 unvested Restricted Stock Units ("Unvested RSUs"). Pursuant to that certain Agreement and Plan of Merger, dated April 17, 2016, between the Issuer, Papay Holdco, LLC ("Parent") and Papay Merger Sub, Inc. (the "Merger Agreement"), of these Unvested RSUs, (x) the Unvested RSUs that were scheduled to vest before April 1, 2017 were cancelled in the merger in exchange for a cash payment of $36.00 per unit; (y) the Unvested RSUs that were scheduled to vest between April 1, 2017 and December 31, 2017 will vest pursuant to their existing vesting schedules and will be entitled to receive a cash payment of $36.00 per unit on their applicable vesting dates; and (z) the Unvested RSUs that were schedule to vest on or after January 1, 2018 will vest on January 1, 2018 and will receive a cash payment of $36.00 per unit on such date. These transactions are exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3 promulgated thereunder.
- F2The common stock was disposed of pursuant to the Merger Agreement in exchange for a cash payment of $36.00 per share. This transaction was exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3 promulgated thereunder.
- F3Disposed of pursuant to the Merger Agreement in exchange for a cash payment of $36.00 per share. This transaction was exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3 promulgated thereunder.
- F4The shares were held directly by the Bharet Malhotra Irrevocable Trust (2013), for which the Reporting Person serves as trustee. The Reporting Person disclaims beneficial ownership of the shares held by said Trust, and this report should not be deemed an admission that the Reporting Person was the beneficial owner of said Trust's shares for purposes of Section 16 or for any other purpose.
- F5Pursuant to an Option Rollover Agreement ("Option Rollover Agreement"), by and between Issuer, Parent and the Reporting Person, the Reporting Person contributed this employee stock option to Parent in exchange for a number of Parent's limited partnership interest calculated pursuant to the Option Rollover Agreement, effective as of the Effective Time (as defined in the Merger Agreement), valued at the difference between $36.00 per share and the exercise price per share of the option. This transaction was exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3 promulgated thereunder.
- F6Pursuant to the Merger Agreement, this employee stock option was cancelled in exchange for a cash amount equal to the difference between $36.00 per share and the exercise price per share of the option, less applicable withholding taxes. This transaction was exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3 promulgated thereunder.