SEC Form 4 · accession 0000899243-15-007292
ENVIVIO INC · ENVI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
R David Spreng
Director
Period of report
Oct 27, 2015
Accepted (ET)
Oct 29, 2015 · 8:00 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001174266
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Oct 27, 2015 | D | 73,648 | — | D | 0 | D | |
| Common StockF2 | Oct 27, 2015 | U | 437,604 | $4.10 | D | 0 | I | By Crescendo Holdings IV, LLC |
| Common StockF3 | Oct 27, 2015 | U | 106,656 | $4.10 | D | 0 | I | By Crescendo IV AG & Co. Beteilgungs KG |
| Common StockF4 | Oct 27, 2015 | U | 187,802 | $4.10 | D | 0 | I | By Crescendo IV Coinvestment Fund, LLC |
| Common StockF5 | Oct 27, 2015 | U | 10,263 | $4.10 | D | 0 | I | By Crescendo IV Entrepreneur Fund A, L.P. |
| Common StockF6 | Oct 27, 2015 | U | 25,284 | $4.10 | D | 0 | I | By Crescendo IV Entrepreneur Fund, L.P. |
| Common StockF7 | Oct 27, 2015 | U | 2,547,211 | $4.10 | D | 0 | I | By Crescendo IV, L.P. |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Disposed of pursuant to an Agreement and Plan of Merger dated September 10, 2015 (the "Merger Agreement") by and among Ericsson Inc., Cindy Acquisition Corp. ("MergerSub") and Envivio, Inc., for a cash consideration of $4.10 per share. Pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer continuing as the survivng corporation (the "Merger"). Includes 28,571 restricted stock units which became fully vested immediately prior to and was cancelled at the effective time of the Merger, in exchange for cash consideration of $4.10 per share.
- F2Consists of shares owned by Crescendo Holdings IV, LLC ("Crescendo Holdings"). Crescendo Ventures IV, LLC ("Crescendo Ventures"), as the Manager of Crescendo Holdings, may be deemed to beneficially own the shares owned by Crescendo Holdings. Mr Spreng and Crescendo Ventures disclaim beneficial ownership of the shares owned by Crescendo Holdings except to the extent of his or its pecuniary interest therein.
- F3Consists of shares owned by Crescendo IV AG & Co., Beteilgungs KG ("Crescendo KG"). Crescendo German Investments IV, LLC ("Crescendo GI"), as the Managing Partner of Crescendo KG, may be deemed to beneficially own the shares owned by Crescendo KG. Mr Spreng and Crescendo GI disclaim beneficial ownership of the shares owned by Crescendo KG except to the extent of his or its pecuniary interest therein.
- F4Consists of shares owned by Crescendo IV Coinvestment Fund, LLC ("Crescendo Coinvestment"). Mr Spreng as the Managing Member of Crescendo Coinvestment, may be deemed to beneficially own the shares owned by Crescendo Coinvestment. Mr Spreng disclaims beneficial ownership of the shares owned by Crescendo Coinvestment except to the extent of his or its pecuniary interest therein.
- F5Consists of shares owned by Crescendo IV Entrepreneur Fund A, L.P. ("Cresendo EFA"). Crescendo Ventures, as the General Partner of Crescendo EFA, may be deemed to beneficially own the shares owned by Crescendo EFA. Mr Spreng and Crescendo Ventures disclaim beneficial ownership of the shares owned by Crescendo EFA except to the extent of his or its pecuniary interest therein.
- F6Consists of shares owned by Crescendo IV Entrepreneur Fund, L.P. ("Cresendo EF"). Crescendo Ventures, as the General Partner of Crescendo EF, may be deemed to beneficially own the shares owned by Crescendo EF. Mr Spreng and Crescendo Ventures disclaim beneficial ownership of the shares owned by Crescendo EF except to the extent of his or its pecuniary interest therein.
- F7Consists of shares owned by Crescendo IV, L.P. ("Crescendo IV"). Crescendo Ventures, as the General Partner of Crescendo IV, may be deemed to beneficially own the shares owned by Crescendo IV. Mr Spreng and Crescendo Ventures disclaim beneficial ownership of the shares owned by Crescendo IV except to the extent of his or its pecuniary interest therein.