ENVIVIO INC 4
4 · ENVIVIO INC · Filed Oct 29, 2015
Insider Transaction Report
Form 4
ENVIVIO INCENVI
GILHULY EDWARD A
Director10% Owner
Transactions
- Disposition from Tender
Common Stock
2015-10-27$4.10/sh−50,577$207,366→ 0 total(indirect: By Sageview Capital L.P.) - Disposition from Tender
Common Stock
2015-10-27$4.10/sh−2,582,900$10,589,890→ 0 total(indirect: By Sageview Capital Master L.P.) - Disposition to Issuer
Common Stock
2015-10-27−28,571→ 0 total
Footnotes (3)
- [F1]Disposed of pursuant to an Agreement and Plan of Merger dated September 10, 2015 (the "Merger Agreement") by and among Ericsson Inc., Cindy Acquisition Corp. ("MergerSub") and Envivio, Inc. Pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer continuing as the survivng corporation (the "Merger"). Consists of 28,571 restricted stock units which became fully vested immediately prior to and was cancelled at the effective time of the Merger, in exchange for cash consideration of $4.10 per share.
- [F2]The Reporting Person is a managing and control person of Sageview Capital LP ("Sageview Capital"), the adviser to Sageview Capital Master, L.P. ("Sageview Master"). These shares were issued to Mr. Gilhuly as part of the annual retainer for his board service. Pursuant to the terms of his arrangement with Sageview Capital and certain related entities, the right to receive such shares was transferred to Sageview Capital. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, if any, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities by Mr. Gilhuly for purposes of Section 16 or for any other purposes.
- [F3]The Reporting Person is a managing member and controlling person of Sageview Capital MGP ("Sageview MGP"), LLC, which ultimately controls the general partner of Sageview Master. As a managing member of Sageview MGP, the Reporting Person may be deemed to share voting and dispositive power over the securities held by this fund. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, if any, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities by Mr. Gilhuly for purposes of Section 16 or for any other purposes.