SEC Form 4 · accession 0000905718-16-001351
Diligent Corp · DIL.NZ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian K Stafford
Officer — President/CEO
Period of report
Apr 14, 2016
Accepted (ET)
Apr 18, 2016 · 6:51 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,F2,F3 | Apr 14, 2016 | D | 900,000 | $4.90 | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
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 337,500 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 450,000 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.