SEC Form 4 · accession 0001209191-16-149205

INFOBLOX INC · BLOX

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

Reporting owner

Scott Fulton

Officer — EVP, Product Strategy

Period of report

Nov 7, 2016

Accepted (ET)

Nov 9, 2016 · 9:55 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
Common Stock^F1,F2	Nov 7, 2016	M	24,659	—	A	126,254	D
Common Stock^F3,F2	Nov 7, 2016	D	14,095	—	D	112,159	D
Common Stock^F4,F2	Nov 7, 2016	D	43,750	—	D	68,409	D
Common Stock^F5,F2	Nov 7, 2016	D	43,750	—	D	24,659	D
Common Stock^F6,F2	Nov 7, 2016	D	12,329	—	D	12,330	D
Common Stock^F7,F2	Nov 7, 2016	D	12,330	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Management Stock Unit^F1,F2	—	Nov 7, 2016	M	24,660	D	—	Sep 11, 2015	Common Stock	24,660	D
Employee Stock Option (right to buy)(NQ)^F2,F8	$13.37	Nov 7, 2016	D	40,000	D	—	Jun 10, 2024	Common Stock	40,000	D
Employee Stock Option (right to buy)(NQ)^F2,F8	$14.54	Nov 7, 2016	D	10,000	D	—	Sep 10, 2024	Common Stock	10,000	D

Explanation of responses

F1Represents 24,660 Management Stock Units (performance rights) that were accelerated pursuant to the Merger Agreement (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 43,750 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 43,750 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 12,330 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 12,330 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.