SEC Form 4 · accession 0001179110-15-011113
Rally Software Development Corp · RALY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kenneth M Mesikapp
Officer — CAO, VP, Asst. Sec.
Period of report
Jul 8, 2015
Accepted (ET)
Jul 10, 2015 · 7:24 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 | Jun 19, 2015 | G | 3,400 | $0.00 | D | 45,300 | D | |
| Common StockF2,F3 | Jul 8, 2015 | U | 15,125 | $19.50 | D | 31,375 | D | |
| Common StockF4 | Jul 8, 2015 | D | 1,200 | $19.50 | D | 30,175 | D | |
| Common StockF5 | Jul 8, 2015 | D | 30,175 | $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)F6 | $5.475 | Jul 8, 2015 | D | 5,000 | D | — | Jul 31, 2021 | Common Stock | 5,000 | 0 | D |
| Stock Option (right to buy)F6 | $8.825 | Jul 8, 2015 | D | 8,000 | D | — | May 29, 2022 | Common Stock | 8,000 | 0 | D |
| Stock Option (right to buy)F6 | $13.38 | Jul 8, 2015 | D | 12,600 | D | — | Mar 30, 2024 | Common Stock | 12,600 | 0 | D |
| Stock Option (right to buy)F6 | $15.54 | Jul 8, 2015 | D | 22,000 | D | — | Mar 31, 2025 | Common Stock | 22,000 | 0 | D |
Explanation of responses
- F1Includes 1,200 shares acquired under the Issuer's 2013 Employee Stock Purchase Plan on June 15, 2015.
- F2Per the terms of the Acquisition Agreement, dated 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.
- F3Includes 1,200 shares acquired under the Issuer's 2013 Employee Stock Purchase Plan on July 2, 2015.
- F4Disposed of pursuant to the Agreement in which the Issuer's common stockholders, as of the Effective Time (as defined in the Agreement) were entitled to receive the merger consideration of $19.50 per share in cash, without interest and less any required withholding taxes.
- F5Per the terms of the Agreement, each restricted stock unit award ("RSU") as of immediately prior to the Effective Time was cancelled and converted into the right to receive cash in an amount equal to $19.50 per share, without interest and less any required withholding taxes, provided that any portion of such amount payable with respect to unvested RSUs that were not accelerated in connection with the Closing (as defined in the Agreement) is payable on the 6 month anniversary of the Closing subject to the Reporting Person's continued employment through such date.
- F6Per the terms of the Agreement, the unexercised portion of the stock option 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 option immediately prior to the Closing 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, provided that any portion of such amount payable with respect to unvested stock options that were not accelerated in connection with the Closing is payable on the 6 month anniversary of the Closing subject to the Reporting Person's continued employment through such date.