SEC Form 4 · accession 0001209191-18-028791
MULESOFT, INC · MULE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Patrick J Kerins
10% Owner
Period of report
May 1, 2018
Accepted (ET)
May 9, 2018 · 12:25 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 | 12,679,970 | — | A | 12,679,970 | I | See Note 2 |
| Class A Common StockF3,F2 | May 1, 2018 | U | 12,679,970 | — | D | 0 | I | See Note 2 |
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,F2 | — | May 1, 2018 | C | 12,679,970 | D | — | — | Class A Common Stock | 12,679,970 | 0 | I |
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.
- F2The Reporting Person is a director of NEA 14 GP, LTD, which is the sole general partner of NEA Partners 14, L.P. ("NEA Partners 14"). NEA Partners 14 is the sole general partner of New Enterprise Associates 14, L.P. ("NEA 14"), which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 14 shares in which the Reporting Person has no pecuniary interest.
- 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.