SEC Form 4 · accession 0000899243-18-028256
CA, INC. · CA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paul L. Pronsati
Officer — EVP, Global Operations & IT
Period of report
Nov 5, 2018
Accepted (ET)
Nov 5, 2018 · 8:20 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000356028
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $.10 par valueF1 | Nov 5, 2018 | D | 41,252 | — | D | 0 | D | |
| Common Stock, $.10 par valueF2 | Nov 5, 2018 | D | 2,093 | — | D | 0 | D | |
| Common Stock, $.10 par valueF3 | Nov 5, 2018 | D | 4,998 | — | D | 0 | D | |
| Common Stock, $.10 par valueF4 | Nov 5, 2018 | D | 6,802 | — | D | 0 | D | |
| Common Stock, $.10 par valueF1,F5 | Nov 5, 2018 | D | 1,310 | — | D | 0 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F6 | $31.53 | Nov 5, 2018 | D | 14,652 | D | — | May 15, 2026 | Common Stock, $.10 par value | 14,652 | 0 | D |
| Employee Stock Option (right to buy)F7 | $31.69 | Nov 5, 2018 | D | 32,989 | D | — | May 15, 2027 | Common Stock, $.10 par value | 32,989 | 0 | D |
| Employee Stock Option (right to buy)F8 | $35.28 | Nov 5, 2018 | D | 42,176 | D | — | May 15, 2028 | Common Stock, $.10 par value | 42,176 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to that certain Agreement and Plan of Merger between the Issuer, Broadcom Inc. ("Broadcom") and Collie Acquisition Corp., dated as of July 11, 2018 (the "Merger Agreement"), in exchange for a cash payment of $44.50 per share without interest thereon (the "Merger Consideration").
- F2This restricted stock award ("RSA"), originally for 6,343 shares, of which 4,250 shares have vested, provided for vesting over three years as follows: 34% on May 15, 2017, 33% on May 15, 2018 and 33% on May 15, 2019. Pursuant to a letter agreement between the Issuer, Broadcom and the Reporting Person (the "Letter Agreement"), immediately prior to the effective time of the transactions contemplated by the Merger Agreement (the "Merger"), all unvested Issuer RSAs held by the Reporting Person were converted into the right to receive the Merger Consideration in respect of each share of Issuer common stock covered by such RSA, less applicable tax withholdings.
- F3This RSA, originally for 7,573 shares, of which 2,575 shares have vested, provided for vesting over three years as follows: 34% on May 15, 2018, 33% on May 15, 2019 and 33% on May 15, 2020. Pursuant to the Letter Agreement, immediately prior to the effective time of the Merger, all unvested Issuer RSAs held by the Reporting Person were converted into the right to receive the Merger Consideration in respect of each share of Issuer common stock covered by such RSA, less applicable tax withholdings.
- F4This RSA provided for vesting over three years as follows: 34% on May 15, 2019, 33% on May 15, 2020 and 33% on May 15, 2021. Pursuant to the Letter Agreement, immediately prior to the effective time of the Merger, all unvested Issuer RSAs held by the Reporting Person were converted into the right to receive the Merger Consideration in respect of each share of Issuer common stock covered by such RSA, less applicable tax withholdings.
- F5The shares are held in the CA Savings Harvest Plan, a 401(k) Plan.
- F6This option, originally for 44,402 shares, of which 29,750 shares have vested, provided for vesting over three years as follows: 34% on May 15, 2017, 33% on May 15, 2018 and 33% on May 15, 2019. Pursuant to the Letter Agreement, immediately prior to the effective time of Merger, all unvested options held by the Reporting Person were converted into the right to receive the Merger Consideration in respect of each share of Issuer common stock covered by such unvested option, less the aggregate exercise price corresponding to such Issuer option and less applicable tax withholdings. The fully vested option shares were cancelled pursuant to the Merger Agreement, in exchange for a cash payment equal to (x) the difference between the Merger Consideration and the per share exercise price of the option, multiplied by (y) the number of disposed option shares
- F7This option, originally for 49,984 shares, of which 16,995 shares have vested, provided for vesting over three years as follows: 34% on May 15, 2018, 33% on May 15, 2019 and 33% on May 15, 2020. Pursuant to the Letter Agreement, immediately prior to the effective time of Merger, all unvested options held by the Reporting Person were converted into the right to receive the Merger Consideration in respect of each share of Issuer common stock covered by such unvested option, less the aggregate exercise price corresponding to such Issuer option and less applicable tax withholdings. The fully vested option shares were cancelled pursuant to the Merger Agreement, in exchange for a cash payment equal to (x) the difference between the Merger Consideration and the per share exercise price of the option, multiplied by (y) the number of disposed option shares
- F8This option provided for vesting over three years as follows: 34% on May 15, 2019, 33% on May 15, 2020 and 33% on May 15, 2021. Pursuant to the Letter Agreement, immediately prior to the effective time of Merger, all unvested options held by the Reporting Person were converted into the right to receive the Merger Consideration in respect of each share of Issuer common stock covered by such unvested option, less the aggregate exercise price corresponding to such Issuer option and less applicable tax withholdings.