Novak E Rogers JR 4

4 · BLACKBOARD INC · Filed Oct 6, 2011

Form 4

Period: 2011-10-04

Director

Transactions

Disposition to Issuer
Common Stock
2011-10-04$45.00/sh−10,515$473,175→ 0 total(indirect: See Footnote.)
Disposition to Issuer
Stock Option (right to buy)
2011-10-04−6,000→ 0 total
Exercise: $40.98Exp: 2018-06-15→ Common Stock (6,000 underlying)
Disposition to Issuer
Stock Option (right to buy)
2011-10-04−6,000→ 0 total
Exercise: $40.47Exp: 2015-06-15→ Common Stock (6,000 underlying)
Disposition to Issuer
Stock Option (right to buy)
2011-10-04−6,000→ 0 total
Exercise: $42.17Exp: 2019-06-15→ Common Stock (6,000 underlying)
Disposition to Issuer
Stock Option (right to buy)
2011-10-04−6,000→ 0 total
Exercise: $28.85Exp: 2017-06-15→ Common Stock (6,000 underlying)
Disposition to Issuer
Stock Option (right to buy)
2011-10-04−4,900→ 0 total
Exercise: $20.32Exp: 2014-06-25→ Common Stock (4,900 underlying)
Disposition to Issuer
Stock Option (right to buy)
2011-10-04−6,000→ 0 total
Exercise: $38.61Exp: 2016-06-15→ Common Stock (6,000 underlying)
Disposition to Issuer
Stock Option (right to buy)
2011-10-04−2,100→ 0 total
Exercise: $23.92Exp: 2013-07-01→ Common Stock (2,100 underlying)
Disposition to Issuer
Common Stock
2011-10-04$45.00/sh−35,219$1,584,855→ 0 total
Disposition to Issuer
Stock Option (right to buy)
2011-10-04−1,700→ 0 total
Exercise: $28.96Exp: 2014-07-01→ Common Stock (1,700 underlying)

Footnotes (3)

[F1]Disposed of pursuant to the terms of the Agreement and Plan of Merger, dated June 30, 2011 (the "Merger Agreement"), by and among Blackboard Inc., Bulldog Holdings, LLC, and Bulldog Acquisition Sub, Inc., providing for the merger of Bulldog Acquisition Sub, Inc. with and into Blackboard Inc. (the "Merger"), in exchange for the merger consideration of $45.00 in cash per share of common stock (the "Merger Consideration").
[F2]Shares held by Novak Biddle Venture Partners II, L.P. The reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein.
[F3]Disposed of pursuant to the terms of the Merger Agreement. All unvested options vested in full immediately prior to the effective time of the Merger and were then cancelled in exchange for a cash payment equal to (i) the excess of (a) the Merger Consideration over (b) the exercise price per share under the option, multiplied by (ii) the number of shares of the Issuer's common stock subject to the option.

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