4//SEC Filing
WILBER RICK 4
Accession 0001016125-19-000071
CIK 0001016125other
Filed
May 6, 8:00 PM ET
Accepted
May 7, 5:06 PM ET
Size
9.6 KB
Accession
0001016125-19-000071
Insider Transaction Report
Form 4
WILBER RICK
Director
Transactions
- Gift
Common Stock
2019-05-03−30,133→ 141,548 total - Disposition to Issuer
Common Stock
2019-05-03$331.50/sh−111,415$36,934,073→ 0 total - Disposition to Issuer
Common Stock
2019-05-03$331.50/sh−30,133$9,989,090→ 0 total
Footnotes (3)
- [F1]On March 4, 2019, the reporting person contributed 30,133 shares of common stock of The Ultimate Software Group, Inc. (the "Company") to a charitable remainder annuity trust of which the reporting person is a co-trustee and of which the reporting person and his wife are beneficiaries. The reporting person continues to report beneficial ownership of all of the Company common stock held by the trust but disclaims beneficial ownership except to the extent of his and his wife's pecuniary interest therein.
- [F2]These shares were previously reported in Table I of Form 4 as restricted stock awards. Pursuant to the Merger Agreement (as defined below), at the Effective Time (as defined below), each outstanding restricted stock award became fully vested and was cancelled and converted into the right to receive the Merger Consideration (as defined below) without interest and subject to applicable withholding taxes.
- [F3]This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of February 3, 2019, by and among The Ultimate Software Group, Inc. (the "Company"), Unite Parent Corp. ("Parent") and Unite Merger Sub Corp. ("Merger Sub"), a copy of which is filed as Exhibit 2.1 to the Company's Form 8-K filed with the Securities and Exchange Commission (the "SEC") on February 4, 2019, pursuant to which the Company became an indirect wholly owned subsidiary of Parent (the "Merger") on May 3, 2019 (the "Effective Time"). At the Effective Time, each issued and outstanding share of common stock of the Company was cancelled and converted into the right to receive $331.50 in cash (the "Merger Consideration") without interest and subject to applicable withholding taxes.
Documents
Issuer
ULTIMATE SOFTWARE GROUP INC
CIK 0001016125
Entity typeother
Related Parties
1- filerCIK 0001249673
Filing Metadata
- Form type
- 4
- Filed
- May 6, 8:00 PM ET
- Accepted
- May 7, 5:06 PM ET
- Size
- 9.6 KB