4//SEC Filing
Rally Software Development Corp 4
Accession 0001179110-15-011117
CIK 0001313911operating
Filed
Jul 9, 8:00 PM ET
Accepted
Jul 10, 7:26 PM ET
Size
13.6 KB
Accession
0001179110-15-011117
Insider Transaction Report
Form 4
Huberman David A.
General Counsel & Secretary
Transactions
- Disposition to Issuer
Stock Option (right to buy)
2015-07-08−22,000→ 0 totalExercise: $15.54Exp: 2025-03-31→ Common Stock (22,000 underlying) - Disposition from Tender
Common Stock
2015-07-08$19.50/sh−5,400$105,300→ 33,400 total - Disposition to Issuer
Common Stock
2015-07-08$19.50/sh−2,400$46,800→ 31,000 total - Disposition to Issuer
Common Stock
2015-07-08$19.50/sh−31,000$604,500→ 0 total - Disposition to Issuer
Stock Option (right to buy)
2015-07-08−9,000→ 0 totalExercise: $13.38Exp: 2024-03-30→ Common Stock (9,000 underlying)
Footnotes (5)
- [F1]Per the terms of the Acquisition Agreement, dated May 27, 2015, among the Issuer, CA, Inc., a Delaware corporation, and Grand Prix Acquisition Corp., a Delaware corporation (the "Agreement"), and the Offer (as defined in the Agreement), each share of Issuer common stock was tendered for $19.50 per share in cash, without interest and less any required withholding taxes.
- [F2]Includes 1,200 shares acquired under the Issuer's 2013 Employee Stock Purchase Plan on June 15, 2015 and July 2, 2015, respectively.
- [F3]Disposed of pursuant to the Agreement in which the Issuer's common stockholders, as of the Effective Time (as defined in the Agreement), were entitled to receive the merger consideration of $19.50 per share in cash, without interest and less any required withholding taxes.
- [F4]Per the terms of the Agreement, each restricted stock unit award ("RSU") as of immediately prior to the Effective Time was cancelled and converted into the right to receive cash in an amount equal to $19.50 per share, without interest and less any required withholding taxes, provided that any portion of such amount payable with respect to unvested RSUs that were not accelerated in connection with the Closing (as defined in the Agreement) is payable on the 6 month anniversary of the Closing subject to the Reporting Person's continued employment through such date.
- [F5]Per the terms of the Agreement, the unexercised portion of the stock option as of immediately prior to the Effective Time was cancelled and converted into the right to receive cash in an amount equal to (i) the total number of shares subject to each such option immediately prior to the Closing multiplied by (ii) the excess, if any, of (x) $19.50 per share in cash, over (y) the exercise price payable per share under each such stock option, without interest and less any required withholding taxes, provided that any portion of such amount payable with respect to unvested stock options that were not accelerated in connection with the Closing is payable on the 6 month anniversary of the Closing subject to the Reporting Person's continued employment through such date.
Documents
Issuer
Rally Software Development Corp
CIK 0001313911
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001313911
Filing Metadata
- Form type
- 4
- Filed
- Jul 9, 8:00 PM ET
- Accepted
- Jul 10, 7:26 PM ET
- Size
- 13.6 KB