SEC Form 4 · accession 0001209191-17-067370

Gigamon Inc. · GIMO

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Shehzad Merchant

Officer — Chief Technology Officer

Period of report

Dec 27, 2017

Accepted (ET)

Dec 27, 2017 · 1:32 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 Stock^F1,F2	Dec 27, 2017	U	69,975	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (right to buy)^F3	$14.70	Dec 27, 2017	D	8,681	D	—	Apr 30, 2023	Common Stock	8,681	D
Stock Option (right to buy)^F4	$30.51	Dec 27, 2017	D	4,791	D	—	Feb 14, 2024	Common Stock	4,791	D
Stock Option (right to buy)^F5	$21.44	Dec 27, 2017	D	29,167	D	—	Feb 17, 2022	Common Stock	29,167	D
Performance-Based Restricted Stock Units^F6	$0.00	Dec 27, 2017	D	18,689	D	—	—	Common Stock	18,689	D
Performance Shares^F7	$0.00	Dec 27, 2017	D	25,000	D	—	—	Common Stock	25,000	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, originally for 83,333 shares and of which an aggregate of 74,652 shares have been exercised, which provided for vesting of 25% of the option on March 29, 2014 with the remaining shares vesting in thirty six equal monthly installments thereafter, 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, originally for 14,371 shares and of which 9,580 shares have been exercised, which provided for vesting of 25% of the option on February 14, 2015 with the remaining shares vesting in thirty six equal monthly installments thereafter, 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.
F5The option, originally for 50,000 shares and of which an aggregate of 20,833 shares have been exercised, which provided for vesting of 25% of the option on February 17, 2016 with the remaining shares vesting in thirty six equal monthly installments thereafter, 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.
F6The performance-based RSUs, originally for 20,000 shares and reflected the target number and were to be based on the achievement of certain performance metrics for 2016 (and was later restated to reflect the achievement of approximately 150% of the performance criteria) for which the Reporting Person was eligible to receive up to 200% of the target number based on the achievement of the performance metrics and of which an aggregate of 11,211 shares have been exercised, was cancelled pursuant to the Merger Agreement, in exchange for a cash payment of $38.50 per share.
F7The performance shares, which reflected the target number and were to be based on the achievement of certain performance metrics for 2017 and for which the Reporting Person was eligible to receive up to 200% of the target number based on the achievement of the performance metrics, was cancelled pursuant to the Merger Agreement for no consideration.

Remarks

All share numbers and per share prices disclosed on this Form 4 give effect to the Issuer's one-for-three reverse stock split completed on May 20, 2013.