SEC Form 4 · accession 0000899243-16-022709
OPOWER, INC. · OPWR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Daniel Yates
Officer — Chief Executive Officer · Director · 10% Owner
Period of report
Jun 14, 2016
Accepted (ET)
Jun 14, 2016 · 12:45 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001412043
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jun 14, 2016 | U | 8,047,460 | $10.30 | 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)F2 | $10.30 | Jun 14, 2016 | U | 55,400 | D | — | Aug 27, 2018 | Common Stock | 55,400 | 0 | D |
| Stock Option (Right to Buy)F3 | $10.30 | Jun 14, 2016 | U | 787,918 | D | — | Aug 27, 2023 | Common Stock | 787,918 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to the closing on June 14, 2016 of a cash tender offer by Olympus II Acquisition Corporation, a Delaware corporation ("Merger Subsidiary"), which is a subsidiary of OC Acquisition LLC, a Delaware limited liability company ("Parent"), which is a subsidiary of Oracle Corporation, a Delaware corporation ("Oracle").
- F2This option was granted on August 27, 2013 pursuant to Opower's 2007 Stock Plan. The vested portion of such option was cancelled and extinguished in exchange for a cash payment as described in the Agreement and Plan of Merger, dated as of May 1, 2016 (the "Merger Agreement"), by and among Opower, Merger Subsidiary, Parent and Oracle, pursuant to which Oracle acquired Opower in a merger (the "Merger") that became effective on June 14, 2016. The unvested portion was assumed by Oracle in the Merger and converted in accordance with the exchange ratio as set forth in the Merger Agreement.
- F3This option was granted on August 27, 2013 pursuant to Opower's 2007 Stock Plan. The vested portion of such option was cancelled and extinguished in exchange for a cash payment as described in the Merger Agreement. The unvested portion was assumed by Oracle in the Merger and converted in accordance with the exchange ratio as set forth in the Merger Agreement.