SEC Form 4 · accession 0001209191-18-027801
MULESOFT, INC · MULE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Matt Langdon
Officer — Chief Financial Officer
Period of report
May 1, 2018
Accepted (ET)
May 3, 2018 · 6:02 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 | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2 | May 1, 2018 | C | 52,248 | — | A | 96,531 | D | |
| Class A Common StockF3,F4 | May 1, 2018 | U | 53,260 | — | D | 43,271 | D | |
| Class A Common StockF4,F5 | May 2, 2018 | D | 43,271 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF1 | — | May 1, 2018 | C | 52,248 | D | — | — | Class A Common Stock | 52,248 | 0 | D |
| Employee Stock Option (right to buy)F6 | $2.21 | May 2, 2018 | D | 591,047 | D | — | Jul 24, 2024 | Class B Common Stock | 591,047 | 0 | D |
Explanation of responses
- F1Upon 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.
- F2Includes 1,012 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).
- 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 $1,917,360.00 in cash, 3,786 shares of Salesforce common stock and $95.31 in lieu of any fractional shares of Salesforce common stock.
- F4The shares are represented by restricted stock units, or RSUs, which vest in four equal quarterly installments beginning on August 15, 2018.
- 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.
- F6One-fourth of the shares subject to the option vested on June 2, 2015 and 1/48 of the shares vest monthly thereafter. Pursuant to the Merger Agreement, the option was assumed by Salesforce and converted into an option to purchase 217,504 shares of Salesforce common stock at an exercise price of $6.01 per share.