SEC Form 4 · accession 0000905718-16-001349
Diligent Corp · DIL.NZ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Alessandro Sodi
Officer — Founder/C. Prod. Strat. Off. · Director
Period of report
Apr 14, 2016
Accepted (ET)
Apr 18, 2016 · 6:47 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 | Apr 14, 2016 | M | 49 | $0.82 | A | 4,661,835 | D | |
| Common StockF1,F2,F3 | Apr 14, 2016 | D | 5,074,335 | $4.90 | 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)F4 | $2.79 | Apr 14, 2016 | D | 800,000 | D | — | Dec 22, 2023 | Common Stock | 800,000 | 0 | D |
| Stock Option (right to buy) | $0.82 | Apr 14, 2016 | D | 49 | D | Jan 1, 2014 | Jun 27, 2021 | Common Stock | 49 | 0 | D |
Explanation of responses
- 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 168,750 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.
- F3Includes 2,725,000 performance-based restricted stock units ("PSUs") 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 PSU and (y) the merger consideration of $4.90 per Common Share.
- F4These options were cancelled in the Merger at the First Effective Time in exchange for a cash payment of US$1,668,000 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 ($2.79 per share) and (y) the number of shares of Common Stock for which such option has not been previously exercised.