4//SEC Filing
SAPIENT CORP 4
Accession 0001008817-15-000028
CIK 0001008817operating
Filed
Feb 9, 7:00 PM ET
Accepted
Feb 10, 9:41 PM ET
Size
31.8 KB
Accession
0001008817-15-000028
Insider Transaction Report
Form 4
SAPIENT CORPSAPE
GREENBERG JERRY A
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2015-02-06$25.00/sh−6,050,317$151,257,925→ 0 total - Gift
Common Stock
2014-09-08+175,817→ 3,841,710 total(indirect: By Trust) - Gift
Common Stock
2014-12-19−3,841,710→ 0 total(indirect: By Trust) - Gift
Common Stock
2014-09-08+36,567→ 5,933,451 total - Gift
Common Stock
2014-10-01+216,056→ 6,149,507 total - Disposition to Issuer
Common Stock
2015-02-06$25.00/sh−290$7,250→ 0 total(indirect: By Trust) - Gift
Common Stock
2014-10-17+123,659→ 6,273,166 total - Gift
Common Stock
2014-12-19+3,841,710→ 3,841,710 total(indirect: By Trust) - Gift
Common Stock
2014-07-17−1,000,000→ 5,823,919 total - Gift
Common Stock
2014-09-08+72,965→ 5,896,884 total - Gift
Common Stock
2014-11-26−320,000→ 5,953,166 total - Gift
Common Stock
2014-12-08+26,295→ 5,979,461 total - Gift
Common Stock
2015-01-20+70,856→ 6,050,317 total - Disposition to Issuer
Common Stock
2015-02-06$25.00/sh−3,841,710$96,042,750→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
2015-02-06$25.00/sh−732,800$18,320,000→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
2015-02-06$25.00/sh−59,827$1,495,675→ 0 total(indirect: By Trust)
Footnotes (14)
- [F1]On July 17, 2014, 1,000,000 shares were transferred from the Reporting Person's direct holdings to the Jerry A. Greenberg GRAT - 2014.
- [F10]On December 8, 2014, 26,295 shares were distributed to the Reporting Person's direct holdings from the Jerry A. Greenberg 5-Year GRAT - 2011 pursuant to the terms of the GRAT.
- [F11]On December 19, 2014, Indirect holdings in the amount of 3,841,710 were transferred from the Jerry A. Greenberg Remainder Trust - 1996 to the Jerry A. Greenberg Remainder Trust - 2014.
- [F12]On January 20, 2015, 70,856 shares were distributed to the Reporting Person's direct holdings from the Jerry A. Greenberg GRAT - 2014 pursuant to the terms of the GRAT.
- [F13]Pursuant to the terms of the Agreement and Plan of Merger, dated as of November 1, 2014, among Sapient, Publicis Groupe S.A. and 1926 Merger Sub Inc. (the "Merger Agreement"), on February 6, 2015, each share of Sapient Common Stock issued and outstanding immediately prior to the Effective Time (as defined in the Merger Agreement) and not otherwise excluded pursuant to the terms of the Merger Agreement, was converted into the right to receive $25.00 per share in cash (the "Merger Consideration"), subject to any required withholding taxes.
- [F14]6,123 of these securities represent shares of Sapient Common Stock underlying Sapient Restricted Stock Units. Pursuant to the Merger Agreement, on February 6, 2015, Sapient Restricted Stock Units, plus any accrued and unvested dividend equivalent rights associated with such Restricted Stock Units, outstanding immediately prior to the Acceptance Time (as defined in the Merger Agreement) were canceled and converted into the right to receive the Merger Consideration, subject to any required withholding taxes.
- [F2]6,123 of these securities represent shares of Sapient Corporation ("Sapient") common stock, par value $0.01 ("Common Stock") underlying Sapient restricted stock units subject to time-based vesting ("Restricted Stock Units").
- [F3]On September 8, 2014, 72,965 shares were distributed to the Reporting Person's direct holdings from the Jerry A. Greenberg 3-Year GRAT - 2011 pursuant to the terms of the GRAT.
- [F4]On September 8, 2014, 36,567 shares were distributed to the Reporting Person's direct holdings from the Jerry A. Greenberg 5-Year GRAT - 2011 pursuant to the terms of the GRAT.
- [F5]On September 8, 2014, 175,817 shares were distributed to the Jerry A. Greenberg Remainder Trust - 1996 from the Jerry A. Greenberg 3-Year GRAT - 2011 pursuant to the terms of the GRAT.
- [F6]The Reporting Person disclaims any and all beneficial ownership of the shares held by the Trust.
- [F7]On October 1, 2014, 216,056 shares were distributed to the Reporting Person's direct holdings from the Jerry A. Greenberg 5-Year GRAT - 2010 pursuant to the terms of the GRAT.
- [F8]On October 17, 2014, 123,659 shares were distributed to the Reporting Person's direct holdings from the Jerry A. Greenberg GRAT - 2014 pursuant to the terms of the GRAT.
- [F9]On November 26, 2014, the Reporting Person gifted 320,000 shares to a charitable foundation.
Documents
Issuer
SAPIENT CORP
CIK 0001008817
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001008817
Filing Metadata
- Form type
- 4
- Filed
- Feb 9, 7:00 PM ET
- Accepted
- Feb 10, 9:41 PM ET
- Size
- 31.8 KB