SEC Form 4 · accession 0000899243-16-034757

CVENT INC · CVT

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

Reporting owner

Charles V. Ghoorah

Officer — President of Sales & Marketing

Period of report

Nov 29, 2016

Accepted (ET)

Dec 1, 2016 · 8:46 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^F1,F2	Nov 29, 2016	D	215,784	—	D	0	D
Common Stock^F4	Nov 29, 2016	J	13,888	$36.00	D	99,612	I	See Footnote
Common Stock^F5,F4	Nov 29, 2016	D	99,612	—	D	0	I	See Footnote
Common Stock^F7	Nov 29, 2016	J	97,222	$36.00	D	808,153	I	See Footnote
Common Stock^F5,F7	Nov 29, 2016	D	808,153	—	D	0	I	See Footnote

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)^F8	$1.80	Nov 29, 2016	D	37,381	D	—	Mar 11, 2021	Common Stock	37,381	D
Employee Stock Option (Right to Buy)^F8	$27.84	Nov 29, 2016	D	76,982	D	—	Dec 31, 2024	Common Stock	76,982	D
Employee Stock Option (Right to Buy)^F8	$32.43	Nov 29, 2016	D	26,622	D	—	Oct 15, 2025	Common Stock	26,622	D
Employee Stock Option (Right to Buy)^F8	$21.73	Nov 29, 2016	D	88,794	D	—	Apr 6, 2026	Common Stock	88,794	D

Explanation of responses

F1Includes 75,699 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 were 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.
F3Pursuant to a Rollover Contribution Agreement ("Rollover Contribution Agreement"), by and between Parent and the Charles V. Ghoorah Irrevocable Trust (2013), the Charles V. Ghoorah Irrevocable Trust (2013) 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.
F4The shares were held directly by Charles V. Ghoorah 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.
F5Disposed 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.
F6Pursuant to a Rollover Contribution Agreement, by and between Parent and the Charles Vijendra Ghoorah Irrevocable Trust (2013), the Charles Vijendra Ghoorah Irrevocable Trust (2013) 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, 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.
F7The shares were held directly by the Charles Vijendra Ghoorah Irrevocable Trust (2013), for which the Reporting Person serves as trustee.
F8Pursuant 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.