SEC Form 4 · accession 0001179110-15-011094

Rally Software Development Corp · RALY

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

Reporting owner

Director

Period of report

Jul 8, 2015

Accepted (ET)

Jul 10, 2015 · 4:53 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001313911

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock	Jul 7, 2014	G	2,000	$0.00	D	2,000	D
Common Stock	Jul 7, 2014	G	2,000	$0.00	A	17,210	I	The Mark Carges and Carol Timko Carges Revocable Trust uad 03/21/2009
Common Stock^F1	Jul 8, 2015	U	17,210	$19.50	D	0	I	The Mark Carges and Carol Timko Carges Revocable Trust uad 03/21/2009
Common Stock^F2	Jul 8, 2015	D	2,000	$19.50	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option (right to buy)^F3	$10.49	Jul 8, 2015	D	3,500	D	—	Jun 18, 2024	Common Stock	3,500	0	D
Stock Option (right to buy)^F3	$5.925	Jul 8, 2015	D	46,120	D	—	Nov 16, 2021	Common Stock	46,120	0	D

F1Per the terms of the Acquisition Agreement, dated as of May 27, 2015, among the Issuer, CA, Inc., a Delaware corporation, and Grand Prix Acquisition Corp., a Delaware corporation (the "Agreement"), and the Offer (as defined in the Agreement), each share of Issuer common stock was tendered for $19.50 per share in cash, without interest and less any required withholding taxes.
F2Per the terms of the Agreement, each restricted stock unit award that was vested but not released as of immediately prior to the Effective Time (as defined in the Agreement) was cancelled and converted into the right to receive cash in amount equal to $19.50 per share, without interest and less any required withholding taxes.
F3Per the terms of the Agreement, each stock option that was outstanding and vested but unexercised as of immediately prior to the Effective Time was cancelled and converted into the right to receive cash in an amount equal to (i) the total number of shares subject to each such vested option immediately prior to the Closing (as defined in the Agreement) multiplied by (ii) the excess, if any, of (x) $19.50 per share in cash, over (y) the exercise price payable per share under each such stock option, without interest and less any required withholding taxes.