GOLDSMITH BERNARD M 4
4 · Covisint Corp · Filed Jul 28, 2017
Insider Transaction Report
Form 4
Covisint CorpCOVS
GOLDSMITH BERNARD M
Director
Transactions
- Disposition to Issuer
Restricted Stock Units
2017-07-26+36,408→ 0 total→ Common Stock (36,408 underlying) - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2017-07-26+100,500→ 0 totalExercise: $6.77→ Common Stock (100,500 underlying) - Disposition to Issuer
Common Stock
2017-07-26$2.45/sh−95,060$232,897→ 0 total
Footnotes (3)
- [F1]On June 5, 2017, Covisint Corporation (the "Issuer") entered in an Agreement and Plan of Merger (the "Merger Agreement"), among Open Text Corporation ("OpenText"), Cypress Merger Sub, Inc., a wholly owned subsidiary of OpenText ("Merger Sub"), and Issuer. Upon completion of the merger of the Issuer and Merger Sub (the "Closing"), the Reporting Person's shares of the Issuer's common stock, stock options and restricted stock units ("RSUs") were converted into the right to receive $2.45 in cash, without interest (the "Merger Consideration").
- [F2]Pursuant to the Merger Agreement, these RSUs were cancelled and converted into the right to receive the per share Merger Consideration in respect of each share underlying the RSU, subject to, and in accordance with, the terms and conditions applicable to such award.
- [F3]Pursuant to the Merger Agreement, these options were cancelled and converted into the right to receive an amount in cash equal to product of: (i) the excess, if any, of the per share Merger Consideration over the exercise price of such options; and (ii) the number of shares of the Issuer's common stock that may be acquired upon exercise of such options immediately prior to the Closing.