SEC Form 4 · accession 0001209191-17-027611
Nimble Storage Inc · NMBL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Suresh Vasudevan
Officer — Chief Executive Officer · Director
Period of report
Apr 13, 2017
Accepted (ET)
Apr 19, 2017 · 9:48 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001452751
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Apr 17, 2017 | A | 123,725 | $0.00 | A | 1,247,170 | D | |
| Common Stock | Apr 17, 2017 | U | 828,673 | $12.50 | D | 0 | D | |
| Common StockF3,F4 | Apr 17, 2017 | D | 123,725 | — | D | 0 | D | |
| Common StockF5,F6 | Apr 17, 2017 | D | 15,325 | — | D | 0 | D | |
| Common StockF5,F6 | Apr 17, 2017 | D | 15,325 | — | D | 0 | D | |
| Common StockF7,F8 | Apr 17, 2017 | D | 69,714 | — | D | 0 | D | |
| Common StockF9,F10 | Apr 17, 2017 | D | 14,597 | — | D | 0 | D | |
| Common StockF11,F12 | Apr 17, 2017 | D | 5,977 | — | D | 0 | D | |
| Common StockF13,F14 | Apr 17, 2017 | D | 57,167 | — | D | 0 | D | |
| Common StockF15,F16 | Apr 17, 2017 | D | 116,667 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F17 | $0.5867 | Apr 17, 2017 | D | 1,620,000 | D | — | Mar 8, 2021 | Common Stock | 1,620,000 | 0 | D |
| Employee Stock Option (Right to Buy)F18 | $3.74 | Apr 17, 2017 | D | 1,672 | D | — | Mar 13, 2023 | Common Stock | 1,672 | 0 | D |
| Employee Stock Option (Right to Buy)F19,F20 | $3.74 | Apr 17, 2017 | D | 473,263 | D | — | Mar 13, 2023 | Common Stock | 473,263 | 0 | D |
| Employee Stock Option (Right to Buy)F21,F22 | $7.65 | Apr 17, 2017 | D | 500,000 | D | — | Sep 24, 2023 | Common Stock | 500,000 | 0 | D |
Explanation of responses
- F1Each restricted stock unit ("RSU") represents a right to receive one share of the Issuer's common stock upon settlement.
- F107,299 shares issued pursuant to this RSU, which provided for vesting in two equal installments, were assumed by HPE in the Merger and will be replaced with a number of shares of HPE common stock to be determined.
- F112,988 shares issued pursuant to this RSU, which are fully vested, were canceled in exchange for a cash payment of $37,350.00, representing $12.50 per share pursuant to the Merger.
- F122,989 shares issued pursuant to this RSU, which provided for vesting in two equal installments, were assumed by HPE in the Merger and will be replaced with a number of shares of HPE common stock to be determined.
- F1328,583 shares issued pursuant to this RSU, which are fully vested, were canceled in exchange for a cash payment of $357,287.50, representing $12.50 per share pursuant to the Merger.
- F1428,584 shares issued pursuant to this RSU, which provided for vesting in two equal installments, were assumed by HPE in the Merger and will be replaced with a number of shares of HPE common stock to be determined.
- F1558,333 shares issued pursuant to this RSU, which are fully vested, were canceled in exchange for a cash payment of $729,162.50, representing $12.50 per share pursuant to the Merger.
- F1658,334 shares issued pursuant to this RSU, which provided for vesting in two equal installments, were assumed by HPE in the Merger and will be replaced with a number of shares of HPE common stock to be determined.
- F17This option, which is fully vested, was canceled in the Merger in exchange for a cash payment of $19,299,546.00, representing the difference between the exercise price of the option and $12.50 per share.
- F18This option, which is fully vested, was canceled in the Merger in exchange for a cash payment of $14,646.72, representing the difference between the exercise price of the option and $12.50 per share.
- F19This option, provided for vesting in monthly installments ratably from March 26, 2017 through March 26, 2018. 456,597 shares granted pursuant to this option were canceled in the Merger in exchange for a cash payment of $3,999,789.72, representing the difference between the exercise price of the option and $12.50 per share.
- F2One-half (1/2) of the performance RSUs will vest immediately and the remaining one-half (1/2) of the shares will vest in equal installments on March 10, 2018 and March 10, 2019.
- F2016,666 shares issued pursuant to this option, which provided for vesting in two equal installments, were assumed by HPE in the Merger and will be replaced with a number of shares of HPE common stock to be determined.
- F21This option provided for 1/36th vesting in equal monthly installments. 416,666 shares granted pursuant to this option were canceled in the Merger in exchange for a cash payment of $2,020,830.10, representing the difference between the exercise price of the option and $12.50 per share.
- F2283,334 shares issued pursuant to this option, which provided for 1/36th vesting in equal monthly installments, were assumed by HPE in the Merger and will be replaced with a number of shares of HPE common stock to be determined.
- F392,794 shares issued pursuant to this RSU, which are fully vested, were canceled in exchange for a cash payment of $1,159,925.00, representing $12.50 per share pursuant to the merger agreement between issuer and Hewlett Packard Enterprise Company, a Delaware corporation ("HPE") and Nebraska Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of HPE (the "Merger") on the effective date of the Merger.
- F430,931 shares issued pursuant to this RSU, which provided for vesting in two equal installments, were assumed by HPE in the Merger and will be replaced with a number of shares of HPE common stock to be determined.
- F57,662 shares issued pursuant to this RSU, which are fully vested, were canceled in exchange for a cash payment of $95,775.00, representing $12.50 per share pursuant to the Merger.
- F67,663 shares issued pursuant to this RSU, which provided for vesting in two equal installments, were assumed by HPE in the Merger and will be replaced with a number of shares of HPE common stock to be determined.
- F734,857 shares issued pursuant to this RSU, which are fully vested, were canceled in exchange for a cash payment of $435,712.50, representing $12.50 per share pursuant to the Merger.
- F834,857 shares issued pursuant to this RSU, which provided for vesting in two equal installments, were assumed by HPE in the Merger and will be replaced with a number of shares of HPE common stock to be determined.
- F97,298 shares issued pursuant to this RSU, which are fully vested, were canceled in exchange for a cash payment of $91,225.00, representing $12.50 per share pursuant to the Merger.