SEC Form 4 · accession 0000899243-16-034746
CVENT INC · CVT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Dwayne J. Sye
Officer — Chief Information Officer
Period of report
Nov 29, 2016
Accepted (ET)
Dec 1, 2016 · 8:40 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 Stock | Nov 29, 2016 | J | 27,778 | $36.00 | D | 544,925 | D | |
| Common StockF2,F3 | Nov 29, 2016 | D | 544,925 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F4 | $1.80 | Nov 29, 2016 | J | 27,778 | D | — | Mar 11, 2021 | Common Stock | 27,778 | 2,275 | D |
| Employee Stock Option (Right to Buy)F5 | $1.80 | Nov 29, 2016 | D | 2,275 | D | — | Mar 11, 2021 | Common Stock | 2,275 | 0 | D |
| Employee Stock Option (Right to Buy)F5 | $27.84 | Nov 29, 2016 | D | 46,189 | D | — | Dec 31, 2024 | Common Stock | 46,189 | 0 | D |
| Employee Stock Option (Right to Buy)F5 | $32.43 | Nov 29, 2016 | D | 15,973 | D | — | Oct 15, 2025 | Common Stock | 15,973 | 0 | D |
| Employee Stock Option (Right to Buy)F5 | $21.73 | Nov 29, 2016 | D | 26,907 | D | — | Apr 6, 2026 | Common Stock | 26,907 | 0 | D |
Explanation of responses
- F1Pursuant to a Rollover Contribution Agreement ("Rollover Contribution Agreement"), by and between Papay Holdco, LLC ("Parent") and the Reporting Person, the Reporting Person contributed these shares of common stock to Parent in exchange for a number of Parent's limited partnership interests calculated pursuant to the Rollover Contribution Agreement, effective as of the Effective Time (as defined in the Merger Agreement), at a value 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.
- F2Includes 34,145 unvested Restricted Stock Units ("Unvested RSUs"). Pursuant to that certain Agreement and Plan of Merger, dated April 17, 2016, between the Issuer, 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 were exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3 promulgated thereunder.
- F3The 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.
- F4Pursuant 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, 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.
- F5Pursuant 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.