SEC Form 4 · accession 0001209191-18-027791

MULESOFT, INC · MULE

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

Reporting owner

Robert Horton

Officer — SVP People Ops, GC & Secretary

Period of report

May 1, 2018

Accepted (ET)

May 3, 2018 · 5:58 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001374684

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Class A Common Stock^F1	Apr 17, 2018	G	18,723	$0.00	D	26,841	D
Class A Common Stock^F2	May 1, 2018	C	263,737	—	A	290,578	D
Class A Common Stock^F3,F4	May 1, 2018	U	265,208	—	D	25,370	D
Class A Common Stock^F4,F5	May 2, 2018	D	25,370	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Class B Common Stock^F2	—	May 1, 2018	C	263,737	D	—	—	Class A Common Stock	263,737	D
Employee Stock Option (right to buy)^F6	$0.68	May 2, 2018	D	26,222	D	—	Aug 29, 2023	Class B Common Stock	26,622	D
Employee Stock Option (right to buy)^F7	$2.60	May 2, 2018	D	27,084	D	—	Feb 3, 2025	Class B Common Stock	27,084	D
Employee Stock Option (right to buy)^F8	$7.28	May 2, 2018	D	50,000	D	—	Jun 16, 2026	Class B Common Stock	50,000	D
Employee Stock Option (right to buy)^F9	$7.28	May 2, 2018	D	225,000	D	—	Jun 16, 2026	Class B Common Stock	225,000	D
Employee Stock Option (right to buy)^F10	$21.95	May 2, 2018	D	68,300	D	—	Dec 20, 2027	Class A Common Stock	68,300	D

Explanation of responses

F1Includes 1,471 shares acquired under the Issuer's 2017 Employee Stock Purchase Plan on April 26, 2018 in a transaction that was exempt under both Rule 16b-3(d) and Rule 16b-3(c).
F10Shares subject to the option vest in seven equal quarterly installments beginning on August 15, 2020. Pursuant to the Merger Agreement, the option was assumed by Salesforce and converted into an option to purchase 25,134 shares of Salesforce common stock at an exercise price of $59.65 per share.
F2Upon consummation of the tender offer (as described below), each share of tendered Class B common stock converted on a one-to-one basis into Class A common stock.
F3Pursuant to the Agreement and Plan of Merger, dated as of March 20, 2018 (the "Merger Agreement"), by and among salesforce.com, inc. ("Salesforce"), Malbec Acquisition Corp. and the Issuer, each share of Class A common stock was tendered in exchange for (i) $36.00 in cash and (ii) 0.0711 of a share of Salesforce common stock, together with cash in lieu of any fractional shares of Salesforce common stock (the "Transaction Consideration"). Upon consummation of the tender offer and following the conversion of tendered shares of Class B common stock to Class A common stock on a one-to-one basis, the Reporting Person received Transaction Consideration of $9,547,488.00 in cash, 18,856 shares of Salesforce common stock and $35.02 in lieu of any fractional shares of Salesforce common stock.
F4The shares are represented by restricted stock units, or RSUs, which vest in seven equal quarterly installments beginning on August 15, 2020.
F5Pursuant to the Merger Agreement, the RSUs will be assumed by Salesforce and converted into a restricted stock unit for 0.368 shares of Salesforce common stock per share of Class A common stock.
F6Shares subject to the option are fully vested and immediately exercisable. Pursuant to the Merger Agreement, the option was assumed by Salesforce and converted into an option to purchase 9,796 shares of Salesforce common stock at an exercise price of $1.85 per share.
F7Shares subject to the option vest in 48 equal monthly installment beginning on March 3, 2015. Pursuant to the Merger Agreement, the option was assumed by Salesforce and converted into an option to purchase 9,966 shares of Salesforce common stock at an exercise price of $7.07 per share.
F8Shares subject to the option vest in 48 equal monthly installments beginning on August 1, 2016. Pursuant to the Merger Agreement, the option was assumed by Salesforce and converted into an option to purchase 18,398 shares of Salesforce common stock at an exercise price of $19.79 per share.
F9Shares subject to the option vest in 36 equal monthly installments beginning on September 1, 2017. Pursuant to the Merger Agreement, the option was assumed by Salesforce and converted into an option to purchase 82,798 shares of Salesforce common stock at an exercise price of $19.79 per share.