4//SEC Filing
Pegueros Vanessa 4
Accession 0001104659-19-053453
CIK 0001366527other
Filed
Oct 7, 8:00 PM ET
Accepted
Oct 8, 8:42 PM ET
Size
7.0 KB
Accession
0001104659-19-053453
Insider Transaction Report
Form 4
Pegueros Vanessa
Director
Transactions
- Disposition to Issuer
Common Stock
2019-10-08−18,975→ 0 total
Footnotes (3)
- [F1]This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 22, 2019, by and among Carbon Black, Inc. (the "Company"), VMWare, Inc., ("Parent"), and Calistoga Merger Corp. ("Merger Sub"), pursuant to which the Company became a direct wholly owned subsidiary of Parent (the "Merger") on October 8, 2019 (the "Effective Time"). At the Effective Time, all of the issued and outstanding shares of the Company's common stock, par value $0.001 per share (the "Shares") were cancelled and converted into a right to receive $26.00 in cash (the "Merger Consideration") without interest and subject to applicable withholding taxes.
- [F2]Consists of unvested restricted stock units ("RSUs"). Each unvested Company RSU held by a Continuing Employee (i.e., an employee of the Company or any of its subsidiaries who remains an employee of VMware or its subsidiaries or who does not accept an offer of employment from VMware but has not been affirmatively terminated) and remained outstanding immediately prior to the Effective Time was substituted with a RSU covering Parent Common Stock (a "Parent RSU"). The number of shares of Class A Common Stock of Parent ("Parent Common Stock") subject to a Parent RSU was determined by multiplying the number of Shares subject to the Company RSU immediately prior to the Effective Time by the Option Exchange Ratio (as defined in the Merger Agreement) and rounding down to the nearest whole share of Parent Common Stock.
- [F3]Parent RSUs will continue to have, and be subject to, substantially the same material terms and conditions as were applicable to the Company RSUs as of immediately prior to the Effective Time. All Company RSUs not substituted as of the Effective Time were canceled at the Effective Time without payment of any consideration; provided, that any Company RSU that was vested, but not settled, as of the Effective Time was cancelled in exchange for payment to the holder of such Company RSU of an amount in cash equal to the Merger Consideration.
Documents
Issuer
Carbon Black, Inc.
CIK 0001366527
Entity typeother
Related Parties
1- filerCIK 0001765069
Filing Metadata
- Form type
- 4
- Filed
- Oct 7, 8:00 PM ET
- Accepted
- Oct 8, 8:42 PM ET
- Size
- 7.0 KB