SEC Form 4 · accession 0000899243-16-034747
CVENT INC · CVT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Cynthia A Russo
Officer — Chief Financial 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 StockF1,F2 | Nov 29, 2016 | D | 32,508 | — | 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)F3 | $32.43 | Nov 29, 2016 | D | 46,293 | D | — | Oct 15, 2025 | Common Stock | 46,293 | 0 | D |
| Employee Stock Option (Right to Buy)F3 | $21.73 | Nov 29, 2016 | D | 29,150 | D | — | Apr 6, 2026 | Common Stock | 29,150 | 0 | D |
Explanation of responses
- F1Consists entirely of unvested Restricted Stock Units ("Unvested RSUs"). Of these unvested RSUs, either (1) (a) 8181 Unvested RSUs will be cancelled in exchange for a cash payment of $36.00 per unit and (b) the remaining Unvested RSUs will vest pursuant to the existing vesting schedule contained in the Employment Agreement between the Reporting Person and the Issuer, dated September 3, 2015, and the Reporting Person will be entitled to receive a cash payment of $36.00 per unit on the applicable vesting dates; or (2) 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.
- F2(Continued from footnote 1) (the "Merger Agreement"), (x) the Unvested RSUs that were scheduled to vest before April 1, 2017 will be 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.
- F3Pursuant 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.