SEC Form 4 · accession 0000899243-15-007296
ENVIVIO INC · ENVI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Julien Signes
Officer — President and CEO · Director
Period of report
Oct 27, 2015
Accepted (ET)
Oct 29, 2015 · 8:13 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 | 2,350 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F2 | $0.30 | Oct 27, 2015 | D | 333,333 | D | — | Dec 7, 2020 | Common Stock | 333,333 | 0 | D |
| Stock Option (right to buy)F2 | $0.30 | Oct 27, 2015 | D | 328,819 | D | — | Dec 7, 2020 | Common Stock | 328,819 | 0 | D |
| Stock Option (right to buy)F2 | $0.30 | Oct 27, 2015 | D | 50,000 | D | — | May 12, 2019 | Common Stock | 50,000 | 0 | D |
| Stock Option (right to buy)F3 | $3.30 | Oct 27, 2015 | D | 131,504 | D | — | Sep 11, 2023 | Common Stock | 131,504 | 0 | D |
| Stock Option (right to buy)F4 | $3.25 | Oct 27, 2015 | D | 131,503 | D | — | Mar 25, 2024 | Common Stock | 131,503 | 0 | D |
| Stock Option (right to buy)F5 | $2.00 | Oct 27, 2015 | D | 250,000 | D | — | Sep 10, 2024 | Common Stock | 250,000 | 0 | D |
| Stock Option (right to buy)F6 | $1.83 | Oct 27, 2015 | D | 150,000 | D | — | Aug 10, 2025 | Common Stock | 150,000 | 0 | D |
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.
- F2Pursuant to the Merger Agreement, this fully vested option was converted at the effective time of the merger into a right to receive a cash payment representing the difference between the exercise price of this option and $4.10 per share.
- F3Pursuant to the Merger Agreement, this option was converted at the effective time of the merger into a right to receive: (a) a cash payment representing the difference between the exercise price of this option and $4.10 per share, payable in a lump sum as soon as reasonably practicalable following the effective time of the merger for the vested portion of the option representing 98,628 shares and (b) a cash payment representing the difference between the exercise price of this option and $4.10 per share payable in periodic payments no less frequently than on a semi-annual basis following the vesting of the unvested portion of the option as if such option continued to vest following the effective time of the merger, representing 32,876 shares.
- F4Pursuant to the Merger Agreement, this option was converted at the effective time of the merger into a right to receive: (a) a cash payment representing the difference between the exercise price of this option and $4.10 per share, payable in a lump sum as soon as reasonably practicalable following the effective time of the merger for the vested portion of the option representing 98,627 shares and (b) a cash payment representing the difference between the exercise price of this option and $4.10 per share payable in periodic payments no less frequently than on a semi-annual basis following the vesting of the unvested portion of the option as if such option continued to vest following the effective time of the merger, representing 32,876 shares.
- F5) Pursuant to the Merger Agreement, this option was converted at the effective time of the merger into a right to receive: (a) a cash payment representing the difference between the exercise price of this option and $4.10 per share, payable in a lump sum as soon as reasonably practicalable following the effective time of the merger for the vested portion of the option representing 187,500 shares and (b) a cash payment representing the difference between the exercise price of this option and $4.10 per share payable in periodic payments no less frequently than on a semi-annual basis following the vesting of the unvested portion of the option as if such option continued to vest following the effective time of the merger, representing 62,500 shares.
- F6Pursuant to the Merger Agreement, this option was converted at the effective time of the merger into a right to receive: (a) a cash payment representing the difference between the exercise price of this option and $4.10 per share, payable in a lump sum as soon as reasonably practicalable following the effective time of the merger for the vested portion of the option representing 112,500 shares and (b) a cash payment representing the difference between the exercise price of this option and $4.10 per share payable in periodic payments no less frequently than on a semi-annual basis following the vesting of the unvested portion of the option as if such option continued to vest following the effective time of the merger, representing 37,500 shares.