4//SEC Filing
Data Domain, Inc. 4
Accession 0001181431-09-036176
CIK 0001391984operating
Filed
Jul 22, 8:00 PM ET
Accepted
Jul 23, 4:53 PM ET
Size
8.7 KB
Accession
0001181431-09-036176
Insider Transaction Report
Form 4
EMC CORP
10% Owner
Transactions
- Purchase
Common Stock, par value $0.0001 per share
2009-07-22$33.50/sh+5,521,350$184,965,225→ 61,803,443 total(indirect: See Footnote)
Footnotes (6)
- [F1]On July 8, 2009, EMC Corporation, a Massachusetts corporation ("EMC"), Envoy Merger Corporation, a Delaware corporation ("Purchaser") and a wholly owned subsidiary of EMC and Data Domain, Inc., a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement"). As previously announced and as contemplated by the terms of the Merger Agreement, Purchaser commenced, on June 2, 2009, a cash tender offer (the "Offer") to purchase all outstanding shares (the "Shares") of common stock, par value $0.0001 per Share, of the Company, at a price of $33.50 per Share, net to the seller in cash, and subject to the terms and conditions set forth in the Offer to Purchase, dated June 2, 2009, as amended, included as an exhibit to the Tender Offer Statement on Schedule TO filed by EMC and Purchaser with the Securities and Exchange Commission (the "SEC") on June 2, 2009.
- [F2]The initial offering period expired at 12:00 midnight, New York City time, on Friday, July 17, 2009. An aggregate of 50,947,657 Shares were validly tendered and not withdrawn (not including certain shares tendered under guaranteed delivery procedures) in the initial offering period. On July 20, 2009, Purchaser accepted for payment all validly tendered and not withdrawn Shares. Also on July 20, 2009, EMC and Purchaser commenced a subsequent offering period (the "Subsequent Offering Period"), which expired at 12:00 midnight, New York City time, on Wednesday, July 22, 2009. Prior to the commencement of the Offer, on May 29, 2009 and June 1, 2009, Woodland Street Partners, Inc., a Delaware corporation ("Woodland") and a wholly owned subsidiary of EMC, acquired 2,534,697 Shares through ordinary brokerage transactions at prevailing market prices. On July 23, 2009, Woodland transferred the Shares owned by it to Purchaser.
- [F3]Shares acquired by Purchaser during the Subsequent Offering Period.
- [F4]Includes Shares acquired by Purchaser during the Subsequent Offering Period.
- [F5]Purchaser was a direct, wholly owned subsidiary of EMC and was the owner of the Shares purchased in the Offer. On July 23, 2009, Woodland, a direct, wholly owned subsidiary of EMC, transferred to Purchaser the 2,534,697 Shares Woodland acquired through ordinary brokerage transactions at prevailing market prices prior to the commencement of the Offer. Following Purchaser's acceptance for payment of Shares during the Subsequent Offering Period, pursuant to the terms of the Merger Agreement, on July 23, 2009 Purchaser merged with and into the Company (the "Merger") and each share of common stock, par value $0.01 per share, of Purchaser that was issued and outstanding immediately prior to the Merger was converted into one share of common stock, par value $0.01 per share, of the Company, as the surviving corporation. As a result of the Merger, Purchaser's corporate existence ceased.
- [F6]On July 23, 2009, the Company filed a Form 15 with the SEC to terminate the registration of its common stock under Section 12 of the Securities Exchange Act of 1934, as amended.
Documents
Issuer
Data Domain, Inc.
CIK 0001391984
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001391984
Filing Metadata
- Form type
- 4
- Filed
- Jul 22, 8:00 PM ET
- Accepted
- Jul 23, 4:53 PM ET
- Size
- 8.7 KB