SEC Form 4 · accession 0000899243-16-018228
Diligent Corp · DIL.NZ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kenneth Carroll
10% Owner
Period of report
Apr 14, 2016
Accepted (ET)
Apr 18, 2016 · 3:15 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001433269
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Apr 14, 2016 | J | 1,000,000 | — | D | 0 | I | By Elizabeth Carroll, Trustee, the Kenneth Carroll 2012 Family Trust |
| Common StockF2 | Apr 14, 2016 | J | 600,000 | — | D | 0 | I | By Kenneth Carroll, Trustee, the Elizabeth Carroll 2012 Descendants Trust |
| Common StockF3 | Apr 14, 2016 | J | 3,389,763 | — | D | 0 | I | By Carroll Capital Holdings LLC |
| Series A Preferred StockF4 | Apr 14, 2016 | J | 10,000,000 | — | D | 0 | I | By Greenwood Investments LLC |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Disposed of pursuant to a merger agreement dated February 12, 2016 between the issuer, Diamond Parent Holdings, Corp., Diamond Merger Sub I, Corp. and Diamond Merger Sub II Corp. (the merger agreement) at a price of $4.90 per share. As the spouse of Elizabeth Carroll who is the trustee of the Kenneth Carroll 2012 Family Trust, Mr. Carroll may be deemed to have indirectly beneficially owned the 1,000,000 shares held by the Kenneth Carroll 2012 Family Trust. This filing shall not be deemed an admission that Mr. Carroll was the beneficial owner of such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or any other purpose and Mr. Carroll disclaims beneficial ownership of all such shares except to the extent of any pecuniary interest therein.
- F2Disposed of pursuant to the merger agreement at a price of $4.90 per share. As the trustee of the Elizabeth Carroll 2012 Descendants Trust, Mr. Carroll may be deemed to indirectly beneficially own the 600,000 shares held by the Elizabeth Carroll 2012 Descendants Trust. This filing shall not be deemed an admission that Mr. Carroll was the beneficial owner of such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, and Mr. Carroll disclaims beneficial ownership of all such shares except to the extent of any pecuniary interest therein.
- F3Disposed of pursuant to the merger agreement at a price of $4.90 per share. Mr. Carroll had sole voting and dispositive power of the shares owned by Carroll Capital Holdings LLC and as such may be deemed to have indirectly beneficially owned the shares owned by Carroll Capital Holdings, LLC.
- F4Disposed of pursuant to the merger agreement at a price of $5.05 per share. Mr. Carroll had sole voting and dispositive power of the shares owned by Greenwood Investments LLC and as such he may be deemed to have indirectly beneficially owned the shares owned by Greenwood Investments LLC. The sole member of Greenwood is the Greenwood 2015 Trust. The beneficiaries of the Greenwood 2015 Trust are Mr. Carroll and members of his family.