SEC Form 4 · accession 0000899243-18-028257
CA, INC. · CA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ayman Sayed
Officer — Pres., Chief Products Officer
Period of report
Nov 5, 2018
Accepted (ET)
Nov 5, 2018 · 8:21 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 valueF2 | Nov 5, 2018 | D | 4,186 | — | D | 0 | D | |
| Common Stock, $.10 par valueF3 | Nov 5, 2018 | D | 1,921 | — | D | 0 | D | |
| Common Stock, $.10 par valueF4 | Nov 5, 2018 | D | 9,954 | — | D | 0 | D | |
| Common Stock, $.10 par valueF5 | Nov 5, 2018 | D | 14,172 | — | D | 0 | D | |
| Common Stock, $.10 par valueF1,F6 | Nov 5, 2018 | D | 114 | — | 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)F7 | $31.53 | Nov 5, 2018 | D | 29,305 | D | — | May 15, 2026 | Common Stock, $.10 par value | 29,305 | 0 | D |
| Employee Stock Option (right to buy)F8 | $34.35 | Nov 5, 2018 | D | 13,449 | D | — | Aug 15, 2026 | Common Stock, $.10 par value | 13,449 | 0 | D |
| Employee Stock Option (right to buy)F9 | $31.69 | Nov 5, 2018 | D | 65,703 | D | — | May 15, 2027 | Common Stock, $.10 par value | 65,703 | 0 | D |
| Employee Stock Option (right to buy)F10 | $35.28 | Nov 5, 2018 | D | 87,868 | D | — | May 15, 2028 | Common Stock, $.10 par value | 87,868 | 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, as it may be amended from time to time (the "Merger Agreement"), in exchange for a cash payment of $44.50 per share, without interest (the "Merger Consideration").
- F10This 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 the Merger, 87,868 unvested option shares 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.
- F2This restricted stock award ("RSA"), originally for 12,686 shares, of which 8,500 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 5,822 shares, of which 3,901 shares have vested, provided for vesting over three years as follows: 34% on August 15, 2017, 33% on August 15, 2018 and 33% on August 15, 2019. 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, originally for 15,083 shares, of which 5,129 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.
- F5This 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.
- F6The shares are held in the CA Savings Harvest Plan, a 401(k) Plan.
- F7This option, originally for 88,804 shares, of which 59,499 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 (with respect to the unvested portion of such option) and the Merger Agreement (with respect to the vested portion of such option), immediately prior to the effective time of the Merger, the 29,305 unvested option shares 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, originally for 40,756 shares, of which 27,307 shares have vested, provided for vesting over three years as follows: 34% on August 15, 2017, 33% on August 15, 2018 and 33% on August 15, 2019. Pursuant to the Letter Agreement (with respect to the unvested portion of this option) and the Merger Agreement (with respect to the vested portion of this option), immediately prior to the effective time of the Merger, the 13,449 unvested option shares 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.
- F9This option, originally for 99,551 shares, of which 33,848 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 (with respect to the unvested portion of this option) and the Merger Agreement (with respect to the vested portion of this option), immediately prior to the effective time of the Merger, the 65,703 unvested option shares 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.