SEC Form 4 · accession 0001209191-16-138095
QLIK TECHNOLOGIES INC · QLIK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John J Gavin Jr.
Director
Period of report
Aug 22, 2016
Accepted (ET)
Aug 22, 2016 · 4:23 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001305294
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Aug 22, 2016 | D | 45,256 | — | 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 | $5.18 | Aug 22, 2016 | D | 20,000 | D | — | Mar 30, 2020 | Common Stock | 20,000 | 0 | D |
| Restricted Stock UnitF3,F4,F5 | — | Aug 22, 2016 | D | 6,500 | D | — | — | Common Stock | 6,500 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to the Agreement and Plan of Merger between Issuer, Project Alpha Holding, LLC and Project Alpha Merger Corp. (the "Merger Agreement"), whereby, immediately prior to the effective time of the merger contemplated therein (the "Effective Time"), all issued and outstanding shares of Issuer common stock were converted into the right to receive $30.50 per share in cash and, when so converted, automatically cancelled.
- F2This option, which provided for vesting with respect to one-twelfth (1/12) of the shares of stock which were subject to this option in equal increments quarterly over three (3) years beginning on March 30, 2010, provided that the Report Person remained continuously employed by the Issuer through the last day of each quarterly period, was cancelled pursuant to the Merger Agreement and, as soon as possible following the Effective Time, the Reporting Person was entitled to receive a cash payment equal to the product of (1) the difference between the exercise price and $30.50 and (2) the number of unexercised options.
- F3Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.
- F4The RSU, which originally provided for vesting and settlement on May 12, 2017, was cancelled pursuant to the Merger Agreement and the Reporting Person became entitled to receive an initial cash payment equal to the product of $30.50 and the sum of the number of vested but unsettled shares of common stock and 1/3 of the unvested shares of common stock subject to this RSU. The Reporting Person shall be entitled to receive a payment for the remaining 2/3 of the unvested shares of common stock subject to this RSU in equal portions promptly following the 12 and 18 month anniversaries of the Effective Time or upon the earlier date as the RSU was scheduled to vest according to the original vesting conditions, provided the Reporting Person remains continuously employed by the Issuer through such date and provided further that if the Reporting Person is terminated without cause, the vesting conditions will be deemed satisfied on the Reporting Person's last day of employment.
- F5Not applicable.