Krepsik Matthew 4
4 · Quotient Technology Inc. · Filed Sep 7, 2023
Insider Transaction Report
Form 4
Krepsik Matthew
Chief Technology Officer
Transactions
- Disposition to Issuer
Common Stock
2023-09-05$4.00/sh−2,076,463$8,305,852→ 0 total - Award
Common Stock
2023-09-05+758,652→ 2,076,463 total
Footnotes (3)
- [F1]Pursuant to the Agreement and Plan of Merger, dated as of June 20, 2023 (the "Merger Agreement"), by and among the Issuer, CB Neptune Holdings, LLC, a Delaware limited liability company ("Parent"), and NRS Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), effective September 5, 2023, among other things, Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent (the "Merger").
- [F2]Pursuant to the Merger Agreement, the performance-vesting conditions of each Issuer performance stock unit ("PSU") outstanding was deemed achieved as of immediately prior to the effective time of the Merger (the "Effective Time") at 100% of the target level of performance.
- [F3]Pursuant to the Merger Agreement, at the Effective Time, each outstanding, non-dissenting share of the Issuer's common stock ("Common Stock"), each Issuer PSU outstanding as of immediately prior to the Effective Time, and each Issuer restricted stock unit ("RSU") outstanding as of immediately prior to the Effective Time automatically converted into the right to receive $4.00 in cash, without interest thereon and subject to applicable withholding taxes.