SEC Form 4 · accession 0001179110-15-011119

Rally Software Development Corp · RALY

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

Reporting owner

Timothy A. Miller

Officer — President and CEO · Director

Period of report

Jul 8, 2015

Accepted (ET)

Jul 10, 2015 · 7:28 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^F1,F2,F3	Jul 8, 2015	U	508,470	$19.50	D	104,891	D
Common Stock^F4	Jul 8, 2015	D	1,141	$19.50	D	103,750	D
Common Stock^F5	Jul 8, 2015	D	103,750	$19.50	D	0	D
Common Stock^F2	Jul 8, 2015	U	30,410	—	D	0	I	By Spouse

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (right to buy)^F6	$5.475	Jul 8, 2015	D	336,776	D	—	Jul 31, 2021	Common Stock	336,776	D
Stock Option (right to buy)^F6	$13.38	Jul 8, 2015	D	137,000	D	—	Mar 30, 2024	Common Stock	137,000	D
Stock Option (right to buy)^F6	$15.54	Jul 8, 2015	D	135,000	D	—	Mar 31, 2025	Common Stock	135,000	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 1,141 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 12 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 12 month anniversary of the Closing subject to the Reporting Person's continued employment through such date.