4//SEC Filing
Hanna George B 4
Accession 0001062993-25-001680
CIK 0001468666other
Filed
Feb 3, 7:00 PM ET
Accepted
Feb 4, 6:37 PM ET
Size
7.4 KB
Accession
0001062993-25-001680
Insider Transaction Report
Form 4
SecureWorks CorpSCWX
Hanna George B
Chief Legal & Admin Officer
Transactions
- Disposition to Issuer
Class A Common Stock
2025-02-03−1,099,681→ 0 total
Footnotes (4)
- [F1]Includes restricted stock units ("Company RSUs") and performance-based restricted stock units ("Company PSUs") subject to certain vesting periods and other restrictions.
- [F2]On February 3, 2025, SecureWorks Corp. (the "Issuer") consummated the previously announced transaction with Sophos Inc., pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated as of October 21, 2024, whereby Sophos Inc. indirectly acquired the Issuer. At the Effective Time (as defined in the Merger Agreement), each share of Class A common stock of the Company, par value $0.01 per share, issued and outstanding as of immediately prior to the Effective Time was converted into the right to receive cash in an amount equal to $8.50, without interest thereon (the "Per Share Amount"), less any applicable tax withholdings.
- [F3]At the Effective Time, each (a) outstanding vested Company RSU award was canceled in exchange for the right to receive a lump-sum cash payment equal to the Per Share Amount multiplied by the aggregate number of shares of Class A Common Stock subject to such Company RSU award, less applicable tax withholdings, and (b) outstanding unvested Company RSU award was canceled in exchange for the right to receive an aggregate cash payment equal to the Per Share Amount multiplied by the aggregate number of shares of Class A Common Stock subject to such unvested Company RSU award, less applicable tax withholdings, that will vest and become payable subject to such vested Company RSU award's terms, conditions and vesting schedule.
- [F4]At the Effective Time, each (a) outstanding vested Company PSU award was canceled in exchange for the right to receive a lump-sum cash payment equal to the Per Share Amount multiplied by the aggregate number of shares of Class A Common Stock subject to such Company PSU award, less applicable tax withholdings, and (b) outstanding unvested Company PSU award was deemed achieved at the target performance level through the Effective Time and was canceled in exchange for the right to receive an aggregate amount in cash equal to the Per Share Amount multiplied by the aggregate number of shares of Class A Common Stock subject to such unvested Company PSU award, less applicable tax withholdings, that will vest and become payable subject to such unvested Company PSU award's terms, conditions and vesting schedule (excluding any performance-based vesting conditions).
Issuer
SecureWorks Corp
CIK 0001468666
Entity typeother
Related Parties
1- filerCIK 0001917095
Filing Metadata
- Form type
- 4
- Filed
- Feb 3, 7:00 PM ET
- Accepted
- Feb 4, 6:37 PM ET
- Size
- 7.4 KB