SEC Form 4 · accession 0000899243-15-007297
ENVIVIO INC · ENVI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Erik E. Miller
Officer — Chief Financial Officer
Period of report
Oct 27, 2015
Accepted (ET)
Oct 29, 2015 · 8:16 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001174266
Table I — non-derivative securities
No Table I lines on this filing.
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)F1 | $0.30 | Oct 27, 2015 | D | 46,137 | D | — | Jan 25, 2020 | Common Stock | 46,137 | 0 | D |
| Stock Option (right to buy)F1 | $0.30 | Oct 27, 2015 | D | 129,468 | D | — | Dec 7, 2020 | Common Stock | 129,468 | 0 | D |
| Stock Option (right to buy)F2 | $3.30 | Oct 27, 2015 | D | 45,740 | D | — | Sep 11, 2023 | Common Stock | 45,740 | 0 | D |
| Stock Option (right to buy)F3 | $3.25 | Oct 27, 2015 | D | 45,740 | D | — | Mar 25, 2024 | Common Stock | 45,740 | 0 | D |
| Stock Option (right to buy)F4 | $2.00 | Oct 27, 2015 | D | 125,000 | D | — | Sep 10, 2024 | Common Stock | 125,000 | 0 | D |
| Stock Option (right to buy)F5 | $1.83 | Oct 27, 2015 | D | 128,000 | D | — | Aug 10, 2025 | Common Stock | 128,000 | 0 | D |
Explanation of responses
- F1Pursuant to an Agreement and Plan of Merger dated September 10, 2015 by and among Ericsson Inc., Cindy Acquisition Corp. and Envivio, Inc. (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.
- F2Pursuant 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 29,301 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 16,439 shares.
- 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 25,014 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 20,276 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 56,640 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 68,360 shares.
- F5Pursuant 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 32,000 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 96,000 shares.