SEC Form 4 · accession 0001209191-17-061508
EXA CORP · EXA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard F. Gilbody
Officer — Chief Financial Officer
Period of report
Nov 17, 2017
Accepted (ET)
Nov 17, 2017 · 4:38 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000890264
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Nov 17, 2017 | D | 34,000 | $24.25 | 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 UnitsF3,F2 | — | Nov 17, 2017 | D | 42,000 | D | — | — | Common Stock | 42,000 | 0 | D |
| Stock Option (Right to Buy)F4 | $8.61 | Nov 17, 2017 | D | 61,930 | D | — | — | Common Stock | 61,930 | 0 | D |
| Stock Option (Right to Buy)F5 | $8.61 | Nov 17, 2017 | D | 58,070 | D | — | — | Common Stock | 58,070 | 0 | D |
| Stock Option (Right to Buy)F6 | $9.27 | Nov 17, 2017 | D | 20,000 | D | — | — | Common Stock | 20,000 | 0 | D |
| Stock Option (Right to Buy)F7 | $9.27 | Nov 17, 2017 | D | 12,679 | D | — | — | Common Stock | 12,679 | 0 | D |
Explanation of responses
- F1Disposed of upon the effectiveness of the merger of 3DS Acquisition 3 Corp., Inc. ("3DS"), a wholly owned subsidiary of Dassault Systemes Simulia Corp. ("Dassault"), with and into the Issuer on November 17, 2017 pursuant to a merger agreement dated September 27, 2017 among Dassault, 3DS and the Issuer (the "Merger").
- F2Each restricted stock unit represented a contingent right to receive one share of the Issuer's common stock.
- F3Upon the effectiveness of the Merger, the restricted stock units became fully vested and were canceled in exchange for a cash payment of $1,018,500.00 (representing a price of $24.25 per restricted stock unit).
- F4Upon the effectiveness of the Merger, the option was canceled in exchange for a cash payment of $968,585.20 (representing the difference between the merger consideration of $24.25 per share and the per share exercise price of the option multiplied by the number of shares subject to the option).
- F5Upon the effectiveness of the Merger, the option was canceled in exchange for a cash payment of $908,214.80 (representing the difference between the merger consideration of $24.25 per share and the per share exercise price of the option multiplied by the number of shares subject to the option).
- F6Upon the effectiveness of the Merger, the option was canceled in exchange for a cash payment of $299,600.00 (representing the difference between the merger consideration of $24.25 per share and the per share exercise price of the option multiplied by the number of shares subject to the option).
- F7Upon the effectiveness of the Merger, the option was canceled in exchange for a cash payment of $189,931.42 (representing the difference between the merger consideration of $24.25 per share and the per share exercise price of the option multiplied by the number of shares subject to the option).