4//SEC Filing
Krzanich Brian M 4
Accession 0000950142-22-002135
CIK 0001609702other
Filed
Jul 5, 8:00 PM ET
Accepted
Jul 6, 7:25 PM ET
Size
16.7 KB
Accession
0000950142-22-002135
Insider Transaction Report
Form 4
Krzanich Brian M
DirectorCEO / President
Transactions
- Disposition to Issuer
Option (right to buy)
2022-07-06−299,473→ 0 totalExercise: $50.77→ Common Stock (299,473 underlying) - Disposition to Issuer
Common Stock
2022-07-06−694,497→ 0 total - Disposition to Issuer
Option (right to buy)
2022-07-06−333,629→ 0 totalExercise: $47.13→ Common Stock (333,629 underlying) - Disposition to Issuer
Option (right to buy)
2022-07-06−319,693→ 0 totalExercise: $43.45→ Common Stock (319,693 underlying) - Disposition to Issuer
Option (right to buy)
2022-07-06−396,744→ 0 totalExercise: $42.59→ Common Stock (396,744 underlying) - Award
Common Stock
2022-07-06+613,877→ 694,497 total
Footnotes (3)
- [F1]Represents shares of common stock, par value $0.01 per share (each, a "Share"), of CDK Global, Inc. (the "Company") that are subject to performance-based restricted stock units ("PSUs"). Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), among the Company, Central Parent LLC ("Parent") and Central Merger Sub Inc. ("Merger Sub"), on July 6, 2022 (the "Closing Date"), Merger Sub merged with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent (the "Merger"), and each PSU outstanding immediately prior to the consummation of the Merger became fully vested at the greater of the target and actual performance measured through the Closing Date (with the performance in respect of any fiscal year commencing after the 2022 fiscal year being at target performance), and was canceled and converted into the right to receive, for each Share subject to such then-vested PSU, $54.87 in cash without interest.
- [F2]Pursuant to the Merger Agreement, at the effective time of the Merger, each Share was canceled and converted into the right to receive $54.87 in cash without interest.
- [F3]Pursuant to the Merger Agreement, each option outstanding immediately prior to the consummation of the Merger, whether then unvested or vested, by virtue of the Merger and without any action by the holder, was canceled and converted into only the right to receive an amount in cash, without interest, equal to the product of (x) the number of Shares issuable under such option and (y) the excess, if any, of (i) $54.87 over (ii) the exercise price payable in respect of each Share issuable under such option (the "Option Consideration"); provided, however, that the Option Consideration for each option with an exercise price equal to or greater than $54.87 was $0.
Documents
Issuer
CDK Global, Inc.
CIK 0001609702
Entity typeother
Related Parties
1- filerCIK 0001538580
Filing Metadata
- Form type
- 4
- Filed
- Jul 5, 8:00 PM ET
- Accepted
- Jul 6, 7:25 PM ET
- Size
- 16.7 KB