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4//SEC Filing

ACTUATE CORP 4

Accession 0001181431-15-001130

CIK 0001062478operating
View on SEC.govCompany Profile

Filed

Jan 19, 7:00 PM ET

Accepted

Jan 20, 3:21 PM ET

Size

31.9 KB

Accession

0001181431-15-001130

Insider Transaction Report

Form 4
Period: 2015-01-16
ACTUATE CORPBIRT
AKIHA N NOBBY
SVP, Marketing
Transactions
  • Disposition to Issuer

    Stock options (right to buy)

    2015-01-16−40,000→ 0 total
    Exercise: $5.48Exp: 2021-01-28→ Common stock (40,000 underlying)
  • Disposition to Issuer

    Stock options (right to buy)

    2015-01-16−75,000→ 0 total
    Exercise: $6.10Exp: 2018-01-29→ Common stock (75,000 underlying)
  • Disposition to Issuer

    Stock options (right to buy)

    2015-01-16−20,000→ 0 total
    Exercise: $6.30Exp: 2022-01-27→ Common stock (20,000 underlying)
  • Disposition from Tender

    Common stock

    2015-01-16$6.60/sh−44,505$293,733→ 1,000 total
  • Disposition to Issuer

    Stock options (right to buy)

    2015-01-16−76,500→ 0 total
    Exercise: $4.80Exp: 2020-01-26→ Common stock (76,500 underlying)
  • Disposition to Issuer

    Stock options (right to buy)

    2015-01-16−10,000→ 0 total
    Exercise: $5.55Exp: 2023-01-20→ Common stock (10,000 underlying)
  • Disposition to Issuer

    Restricted stock units

    2015-01-16−5,000→ 0 total
    Exercise: $0.00→ Common stock (5,000 underlying)
  • Disposition to Issuer

    Restricted stock units

    2015-01-16−5,000→ 0 total
    Exercise: $0.00→ Common stock (5,000 underlying)
  • Disposition to Issuer

    Stock options (right to buy)

    2015-01-16−90,000→ 0 total
    Exercise: $3.56Exp: 2019-02-01→ Common stock (90,000 underlying)
  • Disposition to Issuer

    Stock options (right to buy)

    2015-01-16−100,000→ 0 total
    Exercise: $5.11Exp: 2017-01-24→ Common stock (100,000 underlying)
  • Disposition to Issuer

    Common stock

    2015-01-16$6.60/sh−1,000$6,600→ 0 total
  • Disposition to Issuer

    Restricted stock units

    2015-01-16−3,750→ 0 total
    Exercise: $0.00→ Common stock (3,750 underlying)
  • Disposition to Issuer

    Restricted stock units

    2015-01-16−15,000→ 0 total
    Exercise: $0.00→ Common stock (15,000 underlying)
Footnotes (18)
  • [F1]Pursuant to the terms of the Agreement and Plan of Merger dated December 5, 2014 (the "Merger Agreement") by and among Actuate Corporation ("Actuate"), Open Text Corporation ("Parent") and Asteroid Acquisition Corporation ("Merger Sub"), Merger Sub purchased each share of Actuate common stock, par value $0.001, including the associated preferred stock purchase right issued under the Company Rights Agreement (as defined in the Merger Agreement) (each, a "Share"), tendered and accepted for payment in the Offer (as defined in the Merger Agreement) at a price per share of $6.60 (the "Offer Price"), net to the seller in cash, without interest thereon and less any required withholding taxes.
  • [F10]Pursuant to the Merger Agreement, on January 16, 2015, at the Effective Time by virtue of the Merger, (i) each time-vested restricted stock unit that had not vested as of the Effective Time (other than restricted stock units held by non-employee directors, which accelerated at the Effective Time), was converted into the right to receive the Merger Consideration in respect of each share underlying the restricted stock unit, subject to the same terms and conditions (including vesting and settlement schedules and taking into account any elective deferrals) as applied to such restricted stock unit immediately prior to the Effective Time, subject to any applicable tax withholding and
  • [F11](ii) each restricted stock unit that had vested but not settled (including each performance-vested restricted stock unit no longer subject to any performance conditions as of the date of the Merger Agreement), was converted into the right to receive the Merger Consideration in respect of each share underlying such restricted stock unit, subject to the terms and conditions (including the settlement schedule) as applied to such restricted stock unit immediately prior to the Effective Time, subject to any applicable tax withholding.
  • [F12]See footnotes 10 and 11.
  • [F13]See footnotes 10 and 11.
  • [F14]See footnotes 10 and 11.
  • [F15]See footnotes 10 and 11.
  • [F16]See footnotes 10 and 11.
  • [F17]See footnotes 10 and 11.
  • [F18]See footnotes 10 and 11.
  • [F2]Pursuant to the Merger Agreement, on January 16, 2015, by virtue of the Merger (as defined in the Merger Agreement), each Share outstanding immediately prior to the Effective Time (other than each Share (i) owned by Parent or Merger Sub or held by a wholly-owned subsidiary of Parent or Actuate, or (ii) owned by Actuate stockholders who are entitled to and who properly exercise statutory appraisal rights with respect to such Share) was cancelled and converted into the right to receive an amount of cash per Share equal to the Offer Price, without interest thereon and less any applicable withholding taxes (the "Merger Consideration").
  • [F3]Pursuant to the Merger Agreement, on January 16, 2015, at the Effective Time by virtue of the Merger, each company stock option, whether or not vested and exercisable, that was outstanding and unexercised immediately prior to the Effective Time, accelerated and was automatically converted in to the right to receive the excess, if any, of the price per share of $6.60 (the "Offer Price"), without interest thereon and less any applicable withholding taxes (the "Merger Consideration") over the exercise price per share of the stock option, subject to any applicable tax withholding.
  • [F4]See footnote 3.
  • [F5]See footnote 3.
  • [F6]See footnote 3.
  • [F7]See footnote 3.
  • [F8]See footnote 3.
  • [F9]See footnote 3.

Documents

1 file

Issuer

ACTUATE CORP

CIK 0001062478

→
Entity typeoperating
IncorporatedDE

Related Parties

1
  • filerCIK 0001062478

Filing Metadata

Form type
4
Filed
Jan 19, 7:00 PM ET
Accepted
Jan 20, 3:21 PM ET
Size
31.9 KB
View on SEC.gov