SEC Form 4 · accession 0001209191-17-067384
Gigamon Inc. · GIMO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paul B Shinn
Officer — Chief Legal Officer & SVP
Period of report
Dec 27, 2017
Accepted (ET)
Dec 27, 2017 · 1:39 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 | 28,801 | — | 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 | $14.70 | Dec 27, 2017 | D | 14,000 | D | — | Apr 30, 2023 | Common Stock | 14,000 | 0 | D |
| Stock Option (right to buy)F4 | $14.70 | Dec 27, 2017 | D | 8,666 | D | — | Apr 30, 2023 | Common Stock | 8,666 | 0 | D |
| Stock Option (right to buy)F5 | $30.51 | Dec 27, 2017 | D | 12,341 | D | — | Feb 14, 2024 | Common Stock | 12,341 | 0 | D |
| Stock Option (right to buy)F6 | $21.44 | Dec 27, 2017 | D | 32,000 | D | — | Feb 17, 2022 | Common Stock | 32,000 | 0 | D |
| Performance-Based Restricted Stock UnitsF7 | $0.00 | Dec 27, 2017 | D | 16,821 | D | — | — | Common Stock | 16,821 | 0 | D |
| Performance SharesF8 | $0.00 | Dec 27, 2017 | D | 14,170 | D | — | — | Common Stock | 14,170 | 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 forty eight equal monthly installments beginning May 1, 2013, 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 50% of the option on May 1, 2015 with the remaining shares vesting in twenty four 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, 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.
- F6The 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.
- F7The performance-based RSUs, originally for 18,000 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 10,089 shares have been exercised, was cancelled pursuant to the Merger Agreement, in exchange for a cash payment of $38.50 per share.
- F8The 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.