ACTUATE CORP 4
4 · ACTUATE CORP · Filed Jan 20, 2015
Insider Transaction Report
Form 4
ACTUATE CORPBIRT
NIERENBERG NICOLAS
DirectorChairman & Chief Architect
Transactions
- Disposition to Issuer
Stock option (right to buy)
2015-01-16−100,000→ 0 totalExercise: $5.11Exp: 2017-01-24→ Common Stock (100,000 underlying) - Disposition from Tender
Common Stock
2015-01-16$6.60/sh−209,280$1,381,248→ 0 total
Footnotes (2)
- [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.
- [F2]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.