4//SEC Filing
CVENT INC 4
Accession 0000899243-16-034757
CIK 0001122897operating
Filed
Nov 30, 7:00 PM ET
Accepted
Dec 1, 8:46 PM ET
Size
24.2 KB
Accession
0000899243-16-034757
Insider Transaction Report
Form 4
CVENT INCCVT
Ghoorah Charles V.
See remarks
Transactions
- Other
Common Stock
2016-11-29$36.00/sh−13,888$499,968→ 99,612 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2016-11-29−808,153→ 0 total(indirect: See Footnote) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2016-11-29−76,982→ 0 totalExercise: $27.84Exp: 2024-12-31→ Common Stock (76,982 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2016-11-29−88,794→ 0 totalExercise: $21.73Exp: 2026-04-06→ Common Stock (88,794 underlying) - Disposition to Issuer
Common Stock
2016-11-29−99,612→ 0 total(indirect: See Footnote) - Other
Common Stock
2016-11-29$36.00/sh−97,222$3,499,992→ 808,153 total(indirect: See Footnote) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2016-11-29−37,381→ 0 totalExercise: $1.80Exp: 2021-03-11→ Common Stock (37,381 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2016-11-29−26,622→ 0 totalExercise: $32.43Exp: 2025-10-15→ Common Stock (26,622 underlying) - Disposition to Issuer
Common Stock
2016-11-29−215,784→ 0 total
Footnotes (8)
- [F1]Includes 75,699 unvested Restricted Stock Units ("Unvested RSUs"). Pursuant to that certain Agreement and Plan of Merger, dated April 17, 2016, between the Issuer, Papay Holdco, LLC ("Parent") and Papay Merger Sub, Inc. (the "Merger Agreement"), of these Unvested RSUs, (x) the Unvested RSUs that were scheduled to vest before April 1, 2017 were cancelled in the merger in exchange for a cash payment of $36.00 per unit; (y) the Unvested RSUs that were scheduled to vest between April 1, 2017 and December 31, 2017 will vest pursuant to their existing vesting schedules and will be entitled to receive a cash payment of $36.00 per unit on their applicable vesting dates; and (z) the Unvested RSUs that were schedule to vest on or after January 1, 2018 will vest on January 1, 2018 and will receive a cash payment of $36.00 per unit on such date. These transactions were exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3 promulgated thereunder.
- [F2]The common stock was disposed of pursuant to the Merger Agreement in exchange for a cash payment of $36.00 per share. This transaction was exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3 promulgated thereunder.
- [F3]Pursuant to a Rollover Contribution Agreement ("Rollover Contribution Agreement"), by and between Parent and the Charles V. Ghoorah Irrevocable Trust (2013), the Charles V. Ghoorah Irrevocable Trust (2013) contributed these shares of common stock to Parent in exchange for a number of Parent's limited partnership interests calculated pursuant to the Rollover Contribution Agreement, effective as of the Effective Time (as defined in the Merger Agreement), at a value of $36.00 per share. This transaction was exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3 promulgated thereunder.
- [F4]The shares were held directly by Charles V. Ghoorah Irrevocable Trust (2013), for which the Reporting Person serves as trustee. The Reporting Person disclaims beneficial ownership of the shares held by said Trust, and this report should not be deemed an admission that the Reporting Person was the beneficial owner of said Trust's shares for purposes of Section 16 or for any other purpose.
- [F5]Disposed of pursuant to the Merger Agreement, in exchange for a cash payment of $36.00 per share. This transaction was exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3 promulgated thereunder.
- [F6]Pursuant to a Rollover Contribution Agreement, by and between Parent and the Charles Vijendra Ghoorah Irrevocable Trust (2013), the Charles Vijendra Ghoorah Irrevocable Trust (2013) contributed these shares of common stock to Parent in exchange for a number of Parent's limited partnership interests calculated pursuant to the Rollover Contribution Agreement, effective as of the Effective Time, at a value of $36.00 per share. This transaction was exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3 promulgated thereunder.
- [F7]The shares were held directly by the Charles Vijendra Ghoorah Irrevocable Trust (2013), for which the Reporting Person serves as trustee.
- [F8]Pursuant to the Merger Agreement, this employee stock option was cancelled in exchange for a cash amount equal to the difference between $36.00 per share and the exercise price per share of the option, less applicable withholding taxes. This transaction was exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3 promulgated thereunder.
Documents
Issuer
CVENT INC
CIK 0001122897
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001122897
Filing Metadata
- Form type
- 4
- Filed
- Nov 30, 7:00 PM ET
- Accepted
- Dec 1, 8:46 PM ET
- Size
- 24.2 KB