SEC Form 4 · accession 0000899243-18-028266
CA, INC. · CA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kieran J McGrath
Officer — EVP and CFO
Period of report
Nov 5, 2018
Accepted (ET)
Nov 5, 2018 · 8:26 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 | 35,349 | — | D | 0 | D | |
| Common Stock, $.10 par valueF2 | Nov 5, 2018 | D | 4,473 | — | D | 0 | D | |
| Common Stock, $.10 par valueF3 | Nov 5, 2018 | D | 1,790 | — | D | 0 | D | |
| Common Stock, $.10 par valueF4 | Nov 5, 2018 | D | 8,330 | — | D | 0 | D | |
| Common Stock, $.10 par valueF5 | Nov 5, 2018 | D | 13,605 | — | D | 0 | D | |
| Common Stock, $.10 par valueF6 | Nov 5, 2018 | D | 5,101 | — | D | 0 | D | |
| Common Stock, $.10 par valueF1,F7 | Nov 5, 2018 | D | 742 | — | 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)F8 | $31.48 | Nov 5, 2018 | D | 18,992 | D | — | Nov 15, 2026 | Common Stock, $.10 par value | 18,992 | 0 | D |
| Employee Stock Option (right to buy)F9 | $31.69 | Nov 5, 2018 | D | 83,307 | D | — | May 15, 2027 | Common Stock, $.10 par value | 83,307 | 0 | D |
| Employee Stock Option (right to buy)F10 | $35.28 | Nov 5, 2018 | D | 84,353 | D | — | May 15, 2028 | Common Stock, $.10 par value | 84,353 | 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").
- 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, 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.
- F2This restricted stock award ("RSA"), originally for 13,551 shares, of which 9,078 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 2,713 shares, of which 923 shares have vested, provided for vesting over three years as follows: 34% on November 15, 2017, 33% on November 15, 2018 and 33% on November 15, 2019. Pursuant to the Letter Agreement, immediately prior to the effective time of 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 12,622 shares, of which 4,292 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 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 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.
- F6These securities were restricted stock units ("RSUs"), each of which represented a contingent right to receive one share of the Issuer's Common Stock. The RSUs, originally for 15,459 shares, of which 10,358 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 Merger, all unvested Issuer RSUs 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 RSU, less applicable tax withholdings.
- F7The shares are held in the CA Savings Harvest Plan, a 401(k) Plan.
- F8This option provided for vesting over three years as follows: 34% on November 15, 2017, 33% on November 15, 2018 and 33% on November 15, 2019. 6,458 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. Pursuant to the Letter Agreement, immediately prior to the effective time of the 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.
- F9This option provided for vesting over three years as follows: 34% on May 15, 2018, 33% on May 15, 2019 and 33% on May 15, 2020. 28,325 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. Pursuant to the Letter Agreement, immediately prior to the effective time of the 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.