SEC Form 4 · accession 0001179110-15-011096
Rally Software Development Corp · RALY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Timothy V Wolf
Director
Period of report
Jul 8, 2015
Accepted (ET)
Jul 10, 2015 · 4:54 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 StockF1 | Jul 8, 2015 | U | 35,527 | $19.50 | D | 0 | D | |
| Common StockF2 | Jul 8, 2015 | D | 2,000 | $19.50 | 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)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 | 14,093 | D | — | Nov 16, 2021 | Common Stock | 14,093 | 0 | D |
Explanation of responses
- 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.