SEC Form 4 · accession 0000905718-16-001343

Diligent Corp · DIL.NZ

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

Reporting owner

Officer — Exec VP, GC and Corp. Sec.

Period of report

Apr 14, 2016

Accepted (ET)

Apr 18, 2016 · 6:16 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 Stock^F1,F2	Apr 14, 2016	D	172,381	$4.90	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option (right to buy)^F3	$3.84	Apr 14, 2016	D	146,667	D	—	Jun 19, 2024	Common Stock	146,667	0	D

F1The Issuer was acquired (the "Merger") pursuant to that certain Agreement and Plan of Merger, dated as of February 12, 2016 (the "Merger Agreement"), by and among the Issuer, Diamond Parent Holdings, Corp., Diamond Merger Sub I, Corp. , and Diamond Merger Sub II, Corp. All shares of the Issuer's common stock, par value $0.001 per share ("Common Stock"), held by the Reporting Person were exchanged for US$4.90 in cash per share of Common Stock.
F2Includes 142,000 restricted stock units ("RSUs") that were cancelled in the Merger at the First Effective Time and converted into the right to receive an amount in cash equal to the product of (x) the number of Common Shares subject to such RSU immediately prior to the First Effective Time and (y) the merger consideration of $4.90 per Common Share.
F3These options were cancelled in the Merger at the First Effective Time in exchange for a cash payment of US$155,467.02 in the aggregate, representing the product of (x) the excess if any, of (A) $4.90 over (B) the per share exercise price of such option ($3.84 per share) and (y) the number of shares of Common Stock for which such option has not been previously exercised. All other options held by the Reporting Person were cancelled in the Merger at the First Effective Time.