4//SEC Filing
Diligent Corp 4
Accession 0000905718-16-001349
CIK 0001433269operating
Filed
Apr 17, 8:00 PM ET
Accepted
Apr 18, 6:47 PM ET
Size
12.2 KB
Accession
0000905718-16-001349
Insider Transaction Report
Form 4
Diligent CorpDIL.NZ
Sodi Alessandro
DirectorCEO-President
Transactions
- Disposition to Issuer
Stock Option (right to buy)
2016-04-14−49→ 0 totalExercise: $0.82From: 2014-01-01Exp: 2021-06-27→ Common Stock (49 underlying) - Exercise/Conversion
Common Stock
2016-04-14$0.82/sh+49$40→ 4,661,835 total - Disposition to Issuer
Common Stock
2016-04-14$4.90/sh−5,074,335$24,864,242→ 0 total - Disposition to Issuer
Stock Option (right to buy)
2016-04-14$2.11/sh−800,000$1,688,000→ 0 totalExercise: $2.79Exp: 2023-12-22→ Common Stock (800,000 underlying)
Footnotes (4)
- [F1]The Issuer was acquired (the "Merger") pursuant to that certain Agreement and Plan of Merger, dated as of February 12, 2016 (the "Merger Agreement"), by and among the Issuer, Diamond Parent Holdings, Corp., Diamond Merger Sub I, Corp. , and Diamond Merger Sub II, Corp. All shares of the Issuer's common stock, par value $0.001 per share ("Common Stock"), held by the Reporting Person were exchanged for US$4.90 in cash per share of Common Stock.
- [F2]Includes 168,750 restricted stock units ("RSUs") that were cancelled in the Merger at the First Effective Time and converted into the right to receive an amount in cash equal to the product of (x) the number of Common Shares subject to such RSU immediately prior to the First Effective Time and (y) the merger consideration of $4.90 per Common Share.
- [F3]Includes 2,725,000 performance-based restricted stock units ("PSUs") that were cancelled in the Merger at the First Effective Time and converted into the right to receive an amount in cash equal to the product of (x) the number of Common Shares subject to such PSU and (y) the merger consideration of $4.90 per Common Share.
- [F4]These options were cancelled in the Merger at the First Effective Time in exchange for a cash payment of US$1,668,000 in the aggregate, representing the product of (x) the excess if any, of (A) $4.90 over (B) the per share exercise price of such option ($2.79 per share) and (y) the number of shares of Common Stock for which such option has not been previously exercised.
Documents
Issuer
Diligent Corp
CIK 0001433269
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001433269
Filing Metadata
- Form type
- 4
- Filed
- Apr 17, 8:00 PM ET
- Accepted
- Apr 18, 6:47 PM ET
- Size
- 12.2 KB