SEC Form 4 · accession 0000899243-17-019303
Covisint Corp · COVS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bernard M Goldsmith
Director
Period of report
Jul 26, 2017
Accepted (ET)
Jul 28, 2017 · 5:00 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001563699
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jul 26, 2017 | D | 95,060 | $2.45 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2 | — | Jul 26, 2017 | D | 36,408 | A | — | — | Common Stock | 36,408 | 0 | D |
| Non-Qualified Stock Option (right to buy)F3 | $6.77 | Jul 26, 2017 | D | 100,500 | A | — | — | Common Stock | 100,500 | 0 | D |
Explanation of responses
- F1On June 5, 2017, Covisint Corporation (the "Issuer") entered in an Agreement and Plan of Merger (the "Merger Agreement"), among Open Text Corporation ("OpenText"), Cypress Merger Sub, Inc., a wholly owned subsidiary of OpenText ("Merger Sub"), and Issuer. Upon completion of the merger of the Issuer and Merger Sub (the "Closing"), the Reporting Person's shares of the Issuer's common stock, stock options and restricted stock units ("RSUs") were converted into the right to receive $2.45 in cash, without interest (the "Merger Consideration").
- F2Pursuant to the Merger Agreement, these RSUs were cancelled and converted into the right to receive the per share Merger Consideration in respect of each share underlying the RSU, subject to, and in accordance with, the terms and conditions applicable to such award.
- F3Pursuant to the Merger Agreement, these options were cancelled and converted into the right to receive an amount in cash equal to product of: (i) the excess, if any, of the per share Merger Consideration over the exercise price of such options; and (ii) the number of shares of the Issuer's common stock that may be acquired upon exercise of such options immediately prior to the Closing.