SEC Form 4 · accession 0001209191-16-149207
INFOBLOX INC · BLOX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Fred Gerson
Director
Period of report
Nov 7, 2016
Accepted (ET)
Nov 9, 2016 · 9:56 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 | Nov 7, 2016 | D | 5,000 | — | D | 0 | I | By Trust |
| Common StockF1 | Nov 7, 2016 | D | 9,500 | — | D | 11,000 | D | |
| Common StockF2,F1 | Nov 7, 2016 | D | 11,000 | — | 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)(NQ)F1,F3 | $18.45 | Nov 7, 2016 | D | 15,000 | D | — | Dec 20, 2022 | Common Stock | 15,000 | 0 | D |
| Stock Option (right to buy)(NQ)F1,F3 | $9.78 | Nov 7, 2016 | D | 55,666 | D | — | Dec 13, 2021 | Common Stock | 55,666 | 0 | D |
Explanation of responses
- F1Pursuant 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").
- F2Represents 11,000 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.
- F3Upon 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.