SEC Form 4 · accession 0001467373-18-000135
Accenture plc · ACN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Pierre Nanterme
Officer — Chairman & CEO · Director
Period of report
Mar 12, 2018
Accepted (ET)
Mar 13, 2018 · 4:21 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001467373
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A ordinary sharesF1 | Mar 12, 2018 | A | 91,597 | — | A | 367,105 | D | |
| Class X ordinary sharesF2,F3 | Mar 12, 2018 | D | 91,597 | $0.00 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Ordinary shares of Accenture Holdings plcF1,F4 | — | Mar 12, 2018 | D | 91,597 | D | — | — | Class A ordinary shares | 91,597 | 0 | D |
Explanation of responses
- F1On March 12, 2018, Accenture plc and Accenture Holdings plc obtained an order from the Irish High Court confirming the merger (the "Merger") of Accenture Holdings plc with and into Accenture plc. On March 13, 2018, the Merger became effective and Accenture plc became the successor of Accenture Holdings plc pursuant to the Merger and Accenture Holdings plc was dissolved without going into liquidation. Pursuant to the Merger, each holder of Accenture Holdings plc's ordinary shares (other than Accenture plc and Accenture Holdings plc itself) received one Class A ordinary share of Accenture plc in exchange for every one ordinary share of Accenture Holdings plc held by such holder at the effective time of the Merger. The transaction did not alter the proportionate interests of security holders.
- F2Reflects the redemption of Accenture plc Class X ordinary shares by and at the election of Accenture plc.
- F3Redemption price per share equal to par value of $0.0000225.
- F4Accenture Holdings plc was a subsidiary of Accenture plc. Subject to certain contractual restrictions, Accenture Holdings plc was obligated, at the option of the Reporting Person, to redeem any outstanding Accenture Holdings plc ordinary shares at a redemption price per share generally equal to the market price of an Accenture plc Class A ordinary share at the time of the redemption, subject to an adjustment.Accenture Holdings plc could, at its option, pay the redemption price with cash or by delivering Accenture plc Class A ordinary shares.