SEC Form 4 · accession 0000899243-16-034758

CVENT INC · CVT

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

Reporting owner

Rajeev K. Aggarwal

Officer — Chief Executive Officer · Director

Period of report

Nov 17, 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 17, 2016	G	1,331,975	$0.00	D	0	I	See Footnote
Common Stock^F1,F3	Nov 17, 2016	G	1,331,975	$0.00	A	2,467,546	I	See Footnote
Common Stock^F4,F3	Nov 22, 2016	G	332,994	$0.00	D	2,134,552	I	See Footnote
Common Stock^F5,F3	Nov 22, 2016	G	332,994	$0.00	D	1,801,558	I	See Footnote
Common Stock^F6,F3	Nov 22, 2016	G	332,994	$0.00	D	1,468,564	I	See Footnote
Common Stock^F7,F3	Nov 22, 2016	G	332,993	$0.00	D	1,135,571	I	See Footnote
Common Stock	Nov 29, 2016	J	229,167	$36.00	D	1,758,861	D
Common Stock^F9,F10	Nov 29, 2016	D	1,758,861	—	D	0	D
Common Stock^F3	Nov 29, 2016	J	229,167	$36.00	D	906,404	I	See Footnote
Common Stock^F12,F3	Nov 29, 2016	D	906,404	—	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)^F13	$27.84	Nov 29, 2016	D	150,115	D	—	Dec 31, 2024	Common Stock	150,115	D
Employee Stock Option (Right to Buy)^F13	$21.73	Nov 29, 2016	D	173,148	D	—	Apr 6, 2026	Common Stock	173,148	D
Employee Stock Option (Right to Buy)^F13	$32.43	Nov 29, 2016	D	51,912	D	—	Oct 15, 2025	Common Stock	51,912	D

Explanation of responses

F1These shares were transferred via a bona fide gift transaction by the Reggie Aggarwal Grantor Retained Annuity Trust (2011) to the Reggie and Dharini Aggarwal Family Trust (2011), for which the Reggie Aggarwal Grantor Retained Annuity Trust (2011) did not receive any value or consideration.
F10The 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.
F11Pursuant to a Rollover Contribution Agreement, by and between Parent and the Reggie and Dharini Aggarwal Family Trust (2011), the Reggie and Dharini Aggarwal Family Trust (2011) 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.
F12Disposed 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.
F13Pursuant 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.
F2The shares were held directly by the Reggie Aggarwal Grantor Retained Annuity Trust (2011), for which the Reporting Person serves as trustee.
F3The shares are held directly by the Reggie and Dharini Aggarwal Family Trust (2011), for which the Reporting Person is not a 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.
F4These shares were transferred via a bona fide gift transaction by the Reggie and Dharini Aggarwal Family Trust (2011) to the Anya Aggarwal Family Trust (2016), for which the Reggie and Dharini Aggarwal Family Trust (2011) did not receive any value or consideration.
F5These shares were transferred via a bona fide gift transaction by the Reggie and Dharini Aggarwal Family Trust (2011) to the Kavya Aggarwal Family Trust (2016), for which the Reggie and Dharini Aggarwal Family Trust (2011) did not receive any value or consideration.
F6These shares were transferred via a bona fide gift transaction by the Reggie and Dharini Aggarwal Family Trust (2011) to the Rohan Veer Aggarwal Family Trust (2016), for which the Reggie and Dharini Aggarwal Family Trust (2011) did not receive any value or consideration.
F7These shares were transferred via a bona fide gift transaction by the Reggie and Dharini Aggarwal Family Trust (2011) to the Reggie and Dharini Aggarwal Family Trust (2016), for which the Reggie and Dharini Aggarwal Family Trust (2011) did not receive any value or consideration.
F8Pursuant 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 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.
F9Includes 147,612 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.