SEC Form 4 · accession 0001209191-17-039088
Jive Software, Inc. · JIVE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Anthony Zingale
Director · Other
Period of report
Jun 12, 2017
Accepted (ET)
Jun 12, 2017 · 2:59 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001462633
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jun 12, 2017 | D | 221,713 | — | D | 0 | D | |
| Common StockF2,F3 | Jun 12, 2017 | D | 110,000 | — | D | 0 | I | See footnote |
| Common StockF2,F4 | Jun 12, 2017 | D | 34 | — | D | 0 | I | See footnote |
| Common StockF2,F5 | Jun 12, 2017 | D | 2,000 | — | D | 0 | I | See footnote |
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)F6 | $17.41 | Jun 12, 2017 | D | 56,250 | D | — | May 22, 2022 | Common Stock | 56,250 | 0 | D |
| Stock Option (right to buy)F6 | $16.90 | Jun 12, 2017 | D | 50,000 | D | — | May 31, 2023 | Common Stock | 50,000 | 0 | D |
| Stock Option (right to buy)F6 | $8.14 | Jun 12, 2017 | D | 150,000 | D | — | Mar 1, 2024 | Common Stock | 150,000 | 0 | D |
Explanation of responses
- F1Certain of these securities were restricted stock units ("RSUs") that represented the Reporting Person's right to receive Common Stock shares of the Issuer. The RSUs were cancelled and converted automatically into the right to receive cash, as described in the Merger Agreement.
- F2Each outstanding share of the Common Stock of the Issuer was converted into the right to receive $5.25 per share in cash, as described in the Merger Agreement.
- F3Shares held by The Anthony Zingale CRUT UA DTD 12/16/2012, for which the Reporting Person serves as the trustee and beneficiary.
- F4Shares held by The Anthony Zingale Living Trust, for which the Reporting Person serves as the trustee and beneficiary.
- F5Shares held by The Sam Maxwell Zingale Trust U/A DTD 12-11-00, for which the Reporting Person serves as a co-trustee.
- F6Each outstanding option of the Issuer was either converted into the right to receive cash, or was cancelled without any cash payment or other consideration, as described in the Merger Agreement.