SEC Form 4 · accession 0001209191-17-039097
Jive Software, Inc. · JIVE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Charles J Robel
Director
Period of report
Jun 12, 2017
Accepted (ET)
Jun 12, 2017 · 3:05 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 | 152,582 | — | 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)F3 | $2.85 | Jun 12, 2017 | D | 75,000 | D | — | Dec 19, 2020 | Common Stock | 75,000 | 0 | D |
| Stock Option (right to buy)F3 | $3.79 | Jun 12, 2017 | D | 45,000 | D | — | Dec 19, 2020 | Common Stock | 45,000 | 0 | D |
| Stock Option (right to buy)F3 | $12.00 | Jun 12, 2017 | D | 40,000 | D | — | Dec 12, 2018 | Common Stock | 40,000 | 0 | D |
Explanation of responses
- F1Each 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.
- F2Certain 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.
- F3Each 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.
Remarks
This Form 4 reports securities disposed pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 30, 2017, a copy of which is filed as Exhibit 2.1 to the Issuer's Form 8-K filed with the SEC on May 1, 2017, and by which the Issuer became a wholly-owned subsidiary of Wave Systems Corp.