HERINGTON HARRY 4
4 · NIC INC · Filed Apr 22, 2021
Insider Transaction Report
Form 4
NIC INCEGOV
HERINGTON HARRY
DirectorChairman and CEO
Transactions
- Disposition to Issuer
Common Stock
2021-04-21$34.00/sh−806,737$27,429,058→ 0 total - Disposition to Issuer
Common Stock (Performance-based Restricted Stock)
2021-04-21$34.00/sh−173,202$5,888,868→ 0 total - Disposition to Issuer
Common Stock
2021-04-21−944→ 0 total - Disposition to Issuer
Common Stock (Time-based Restricked Stock)
2021-04-21−104,085→ 0 total
Footnotes (4)
- [F1]Pursuant to an Agreement and Plan of Merger, dated as of February 9, 2021 (the "Merger Agreement"), by and among NIC Inc., a Delaware corporation ( "Issuer"), Tyler Technologies, Inc., a Delaware corporation ("Parent") and Topos Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into Issuer, with Issuer continuing as the surviving corporation in the merger as a wholly-owned subsidiary of Parent. Pursuant to the Merger Agreement, at the effective time of the merger, these shares of Issuer common stock were cancelled and converted into the right to receive $34.00 in cash per share (the "Merger Consideration").
- [F2]Pursuant to the Merger Agreement, each performance-based restricted stock award held by the Reporting Person automatically vested in full and was cancelled and converted into the right to receive, with respect to each share of Issuer common stock subject to such restricted stock award (as determined in accordance with the applicable award agreement), the Merger Consideration, less all applicable withholding and other authorized deductions. Performance-based restricted stock awards granted in 2021 vested at target level performance and performance-based Issuer restricted stock awards granted in 2019 and 2020 vested based on actual performance levels, as if the applicable performance period ended on December 31, 2020. As a result, the Reporting Person received Merger Consideration for 173,202 shares of Issuer common stock, rather than the 206,943 performance-based restricted stock awards originally granted.
- [F3]Pursuant to the Merger Agreement, at the effective time of the merger, each time-based restricted stock award held by the Reporting Person was converted into a Parent restricted stock award on the same terms and conditions (including those relating to accelerated vesting upon a termination of employment in connection with or following the effective time of the merger) as applicable to such assumed restricted stock award immediately prior to the effective time of the merger, as converted into a number of shares of Parent common stock of equivalent value at the effective time of the merger.
- [F4]The Reporting Person's accumulated payroll deduction was used to purchase shares of NIC Inc. common stock in accordance with the terms of the NIC Inc. Employee Stock Purchase Plan (the "NIC ESPP") on the earlier of the scheduled purchase date for such current ESPP offering period and immediately prior to the effective time and the NIC ESPP was terminated immediately prior to the effective time. Pursuant to the Merger Agreement, at the effective time of the merger, these shares of Issuer common stock were cancelled and converted into the right to receive the Merger Consideration.