SEC Form 4 · accession 0001209191-17-067382
Gigamon Inc. · GIMO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sachi Sambandan
Officer — Sr. VP Engineering
Period of report
Dec 27, 2017
Accepted (ET)
Dec 27, 2017 · 1:38 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 | 72,008 | — | 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 | $17.57 | Dec 27, 2017 | D | 91,948 | D | — | May 15, 2024 | Common Stock | 91,948 | 0 | D |
| Stock Option (right to buy)F4 | $21.44 | Dec 27, 2017 | D | 30,000 | D | — | Feb 17, 2022 | Common Stock | 30,000 | 0 | D |
| Performance-Based Restricted Stock UnitsF5 | $0.00 | Dec 27, 2017 | D | 18,689 | D | — | — | Common Stock | 18,689 | 0 | D |
| Performance SharesF6 | $0.00 | Dec 27, 2017 | D | 25,000 | D | — | — | Common Stock | 25,000 | 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 of 25% of the option on May 15, 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.
- F4The option, 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.
- F5The 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.
- F6The 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.