SEC Form 4 · accession 0001209191-17-067367
Gigamon Inc. · GIMO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John H Kispert
Director
Period of report
Dec 27, 2017
Accepted (ET)
Dec 27, 2017 · 1:31 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001484504
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Dec 27, 2017 | U | 16,919 | — | 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 | $29.47 | Dec 27, 2017 | D | 33,000 | D | — | Dec 10, 2023 | Common Stock | 33,000 | 0 | D |
| Stock Option (right to buy)F4 | $17.46 | Dec 27, 2017 | D | 16,959 | D | — | Jun 13, 2024 | Common Stock | 16,959 | 0 | D |
Explanation of responses
- F1Certain of these securities were restricted stock units ("RSUs") that represented the Reporting Person's right to receive shares of Common Stock of the Issuer. The RSUs were cancelled pursuant to that certain Merger Agreement, dated October 26, 2017, between the Issuer, Ginsberg Holdco, Inc. and Ginsberg Merger Sub, Inc. (the "Merger Agreement"), in exchange for a cash payment of $38.50 per share.
- F2Disposed of pursuant to the Merger Agreement, in exchange for a cash payment of $38.50 per share.
- F3The option, which provided for vesting in three equal annual installments following the Reporting Person's December 10, 2013 appointment to the Issuer's Board of Directors, was cancelled pursuant to the Merger Agreement, in exchange for a cash payment equal to the difference between $38.50 and the per share exercise price of the option.
- F4The option, which provided for vesting in twelve equal monthly installments beginning July 13, 2014, was cancelled pursuant to the Merger Agreement, in exchange for a cash payment equal to the difference between $38.50 and the per share exercise price of the option.