SEC Form 4 · accession 0001209191-16-149201
INFOBLOX INC · BLOX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jesper Andersen
Officer — President and CEO · Director
Period of report
Nov 7, 2016
Accepted (ET)
Nov 9, 2016 · 9:52 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001223862
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Nov 7, 2016 | M | 73,975 | — | A | 354,608 | D | |
| Common StockF3,F2 | Nov 7, 2016 | D | 68,133 | — | D | 286,475 | D | |
| Common StockF4,F2 | Nov 7, 2016 | D | 106,250 | — | D | 180,225 | D | |
| Common StockF5,F2 | Nov 7, 2016 | D | 106,250 | — | D | 73,975 | D | |
| Common StockF6,F2 | Nov 7, 2016 | D | 36,987 | — | D | 36,988 | D | |
| Common StockF7,F2 | Nov 7, 2016 | D | 36,988 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Management Stock UnitF1,F2 | — | Nov 7, 2016 | M | 73,975 | D | — | Sep 11, 2015 | Common Stock | 73,975 | 0 | D |
| Employee Stock Option (right to buy)(NQ)F2,F8 | $17.74 | Nov 7, 2016 | D | 300,000 | D | — | Dec 10, 2024 | Common Stock | 300,000 | 0 | D |
Explanation of responses
- F1Represents 73,975 performance-based market stock units ("MSUs") that were accelerated pursuant to the Merger Agreement (as defined below) as defined below).
- F2Pursuant to the terms of the Agreement and Plan of Merger, dated September 16, 2016, (the "Merger Agreement"), by and among Delta Holdco, LLC, India Merger Sub, Inc., and Infoblox Inc. ("Issuer"), as of the Effective Time (as defined in the Merger Agreement), the shares shown on this line were converted into the right to receive $26.50 per share, net to the seller in cash, without interest (the "Merger Consideration").
- F3Includes shares acquired by the Reporting Person under the Issuer's 2012 Employee Stock Purchase Plan and shares from the settlement of restricted stock units ("RSUs") and MSUs issued to the Reporting Person under the Issuer's 2012 Equity Incentive Plan. As of the Effective Time (as defined in the Merger Agreement), the shares shown on this line were converted into the right to receive the Merger Consideration.
- F4Represents 106,250 shares subject to the issuance upon settlement of unvested RSUs, which, upon the Effective Time, were cancelled and converted into the right to receive an amount in cash equal to the product of the (i) Merger Consideration and (ii) the number of shares of Issuer common stock subject to such unvested RSUs, which shall remain subject to the Reporting Person's continued employment with the Issuer through each applicable vesting date, vest and be payable at the same time and on the same vesting schedule as applied to the cancelled unvested RSUs.
- F5Represents 106,250 shares subject to the issuance upon settlement of vested restricted stock units, which, upon the Effective Time, were cancelled and converted into the right to receive an amount equal to (i) the number of shares of Issuer common stock subject to such RSUs multiplied by (ii) the Merger Consideration.
- F6Represents 36,988 shares subject to the issuance upon settlement of vested MSUs, which, upon the Effective Time, were cancelled and converted into the right to receive an amount equal to (i) the number of shares of Issuer common stock subject to such MSUs multiplied by (ii) the Merger Consideration.
- F7Represents 36,988 shares subject to the issuance upon settlement of unvested MSUs, which, upon the Effective Time, were cancelled and converted into the right to receive an amount in cash equal to the product of the (i) Merger Consideration and (ii) the number of shares of Issuer common stock subject to such unvested MSUs, which shall remain subject to the Reporting Person's continued employment with the Issuer through each applicable vesting date, vest and be payable at the same time and on the same vesting schedule as applied to the cancelled unvested MSUs (without regard to the achievement of any performance metrics).
- F8Upon the Effective Time, this option was cancelled and converted into the right to receive an amount equal to (i) the aggregate number of Issuer Common Stock subject to such this option multiplied by (ii) the excess, if any, of the Merger Consideration over the per share exercise price of such the option.