Diligent Corp 4
4 · Diligent Corp · Filed Apr 18, 2016
Insider Transaction Report
Form 4
Diligent CorpDIL.NZ
Carroll Kenneth
10% Owner
Transactions
- Other
Common Stock
2016-04-14−3,389,763→ 0 total(indirect: By LLC) - Other
Series A Preferred Stock
2016-04-14−10,000,000→ 0 total(indirect: By LLC) - Other
Common Stock
2016-04-14−600,000→ 0 total(indirect: By Trust) - Other
Common Stock
2016-04-14−1,000,000→ 0 total(indirect: By Trust)
Footnotes (4)
- [F1]Disposed of pursuant to a merger agreement dated February 12, 2016 between the issuer, Diamond Parent Holdings, Corp., Diamond Merger Sub I, Corp. and Diamond Merger Sub II Corp. (the merger agreement) at a price of $4.90 per share. As the spouse of Elizabeth Carroll who is the trustee of the Kenneth Carroll 2012 Family Trust, Mr. Carroll may be deemed to have indirectly beneficially owned the 1,000,000 shares held by the Kenneth Carroll 2012 Family Trust. This filing shall not be deemed an admission that Mr. Carroll was the beneficial owner of such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or any other purpose and Mr. Carroll disclaims beneficial ownership of all such shares except to the extent of any pecuniary interest therein.
- [F2]Disposed of pursuant to the merger agreement at a price of $4.90 per share. As the trustee of the Elizabeth Carroll 2012 Descendants Trust, Mr. Carroll may be deemed to indirectly beneficially own the 600,000 shares held by the Elizabeth Carroll 2012 Descendants Trust. This filing shall not be deemed an admission that Mr. Carroll was the beneficial owner of such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, and Mr. Carroll disclaims beneficial ownership of all such shares except to the extent of any pecuniary interest therein.
- [F3]Disposed of pursuant to the merger agreement at a price of $4.90 per share. Mr. Carroll had sole voting and dispositive power of the shares owned by Carroll Capital Holdings LLC and as such may be deemed to have indirectly beneficially owned the shares owned by Carroll Capital Holdings, LLC.
- [F4]Disposed of pursuant to the merger agreement at a price of $5.05 per share. Mr. Carroll had sole voting and dispositive power of the shares owned by Greenwood Investments LLC and as such he may be deemed to have indirectly beneficially owned the shares owned by Greenwood Investments LLC. The sole member of Greenwood is the Greenwood 2015 Trust. The beneficiaries of the Greenwood 2015 Trust are Mr. Carroll and members of his family.