4//SEC Filing
Kaddaras Christopher Nicholas Jr 4
Accession 0000950170-25-094361
CIK 0001043604other
Filed
Jul 6, 8:00 PM ET
Accepted
Jul 7, 6:41 PM ET
Size
13.3 KB
Accession
0000950170-25-094361
Insider Transaction Report
Form 4
Kaddaras Christopher Nicholas Jr
EVP Chief Revenue Officer
Transactions
- Disposition to Issuer
Common Stock
2025-07-02−64,525→ 0 total - Disposition to Issuer
RSU Award
2025-07-02−170,011→ 0 totalExercise: $0.00→ Common Stock (170,011 underlying) - Award
Performance Stock Unit
2025-07-02−100,760→ 125,956 totalExercise: $0.00→ Common Stock (100,760 underlying) - Disposition to Issuer
Performance Stock Unit
2025-07-02−125,956→ 0 totalExercise: $0.00→ Common Stock (125,956 underlying)
Footnotes (6)
- [F1]Pursuant to an Agreement and Plan of Merger, dated as of January 9, 2024 (the "Merger Agreement"), entered into by and among Juniper Networks, Inc., a Delaware corporation (the "Issuer"), Hewlett Packard Enterprise Company, a Delaware corporation ("Parent"), and Jasmine Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), on July 2, 2025, in accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Parent (the "Merger"). In connection with the Merger, each outstanding share of Issuer common stock ("Share") was converted into the right to receive an amount equal to $40.00 per share in cash, without interest.
- [F2]Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each unvested Issuer restricted stock unit ("RSU") award outstanding immediately prior to the Effective Time was converted into an RSU award to acquire the number of shares of common stock of Parent ("Parent Shares") (rounded to the nearest whole share), determined by multiplying (i) the number of Shares subject to the RSU award prior to the Effective Time by (ii) 2.1431 (the "Exchange Ratio"). Each such Parent RSU award continues to have, and is subject to, the same terms and conditions as applied to the corresponding Issuer RSU award immediately prior to the Effective Time.
- [F3]Not applicable.
- [F4]Represents performance stock units ("PSUs") for which performance was deemed achieved based on actual performance or assuming target performance at the Effective Time, but which remain subject to time-based vesting conditions.
- [F5]Pursuant to the Merger Agreement, at the Effective Time, each Issuer PSU award outstanding immediately prior to the Effective Time was converted into a PSU award to acquire the number of Parent Shares (rounded to the nearest whole share) determined by multiplying (i) the number of Shares subject to the PSU award prior to the Effective Time by (ii) the Exchange Ratio. Each such Parent PSU award continues to have, and is subject to, the same terms and conditions as applied to the corresponding Issuer PSU award immediately prior to the Effective Time, except that any such Parent PSU award is no longer subject to performance-based vesting.
- [F6]Includes Shares underlying PSUs described in footnote (4).
Documents
Issuer
JUNIPER NETWORKS INC
CIK 0001043604
Entity typeother
Related Parties
1- filerCIK 0001852898
Filing Metadata
- Form type
- 4
- Filed
- Jul 6, 8:00 PM ET
- Accepted
- Jul 7, 6:41 PM ET
- Size
- 13.3 KB