4//SEC Filing
SCIQUEST INC 4
Accession 0001209191-16-134371
CIK 0001082526operating
Filed
Jul 28, 8:00 PM ET
Accepted
Jul 29, 9:37 AM ET
Size
35.0 KB
Accession
0001209191-16-134371
Insider Transaction Report
Form 4
SCIQUEST INCSQI
Jamison Teresa
VP of Customer Operations
Transactions
- Disposition to Issuer
Stock Option (Right to Buy)
2016-07-28$2.84/sh−7,500$21,300→ 0 totalExercise: $14.91Exp: 2022-05-07→ Common Stock (7,500 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2016-07-28$1.45/sh−26,692$38,703→ 0 totalExercise: $16.30Exp: 2023-02-06→ Common Stock (26,692 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2016-07-28−15,034→ 0 totalExercise: $25.01Exp: 2024-02-05→ Common Stock (15,034 underlying) - Disposition to Issuer
Restricted Stock Unit
2016-07-28−2,875→ 0 total→ Common Stock (2,875 underlying) - Disposition to Issuer
Restricted Stock Unit
2016-07-28−1,949→ 0 total→ Common Stock (1,949 underlying) - Disposition to Issuer
Performance-Based Restricted Stock Unit
2016-07-28−11,550→ 0 total→ Common Stock (11,550 underlying) - Disposition to Issuer
Restricted Stock Unit
2016-07-28−14,000→ 0 total→ Common Stock (14,000 underlying) - Disposition to Issuer
Performance-Based Restricted Stock Unit
2016-07-28−21,154→ 0 total→ Common Stock (21,154 underlying) - Disposition to Issuer
Restricted Stock Unit
2016-07-28−2,422→ 0 total→ Common Stock (2,422 underlying)
Footnotes (11)
- [F1]This option was granted on May 7, 2012, with 25% vesting on May 7, 2013 and the remainder vesting in 36 equal monthly installments, becoming fully exercisable as of May 7, 2016. Pursuant to the Merger Agreement, this option was cancelled in exchange for a cash payment of $21,300, which represents the product of (i) the aggregate number of shares of common stock subject to such vested portion of the option (7,500 shares) and (ii) the excess of the merger consideration of $17.75 per share over the exercise price of the option per share, with such cash payment subject to any required withholding of taxes.
- [F10]On February 18, 2016, the reporting person was granted 14,000 restricted stock units, with the units vesting in four equal annual installments on each anniversary of the grant date until February 18, 2020. As the restricted stock units were not vested on July 28, 2016, the time of the Merger, the restricted stock units have been cancelled and forfeited for no consideration pursuant to the Merger Agreement.
- [F11]On February 18, 2016, the reporting person was granted 14,000 performance-based restricted stock units. Pursuant to the terms of the agreement governing the performance-based restricted stock, at the effective time of the Merger, 21,154 performance-based restricted stock units were immediately deemed Earned Units. Pursuant to the Merger Agreement, the Earned Units were cancelled in exchange for an aggregate cash payment of $375,483, subject to certain conditions and payable in accordance with the terms set forth in the agreement governing the performance-based restricted stock, which represents the product of (i) the aggregate number of shares of common stock subject to such Earned Units (21,154 shares) and (ii) the merger consideration of $17.75 per share, subject to any required withholding of taxes. The unearned performance-based restricted stock units were cancelled and forfeited for no consideration pursuant to the Merger Agreement.
- [F2]This option was granted on February 6, 2013 with respect to 31,250 shares of the Issuer's common stock, with the shares vesting in 48 equal monthly installments thereafter until February 6, 2017. As of effective date of the Merger, the option was vested with respect to 26,692 shares and unvested with respect to 4,558 shares. The unvested options were cancelled and forfeited for no consideration pursuant to the Merger Agreement. Pursuant to the Merger Agreement, the vested portion of the option was cancelled in exchange for a cash payment of $38,703.40, which represents the product of (i) the aggregate number of shares of common stock subject to such vested portion of the option (26,692 shares) and (ii) the excess of the merger consideration of $17.75 per share over the exercise price of the option per share, with such cash payment subject to any required withholding of taxes.
- [F3]This option was granted on February 5, 2014 with respect to 24,884 shares of the Issuer's common stock, with the shares vesting in 48 equal monthly installments thereafter until February 5, 2018. As of effective date of the Merger, the option was vested with respect to 15,034 shares and unvested with respect to 9,850 shares. The unvested options were cancelled and forfeited for no consideration pursuant to the Merger Agreement. Pursuant to the Merger Agreement, this option was cancelled and forfeited for no consideration, because the merger consideration of $17.75 per share did not exceed the exercise price of the option per share.
- [F4]The restricted stock units convert into the right to receive an amount in cash equal to the product of (i) the total number of shares subject to such restricted stock unit and (ii) the per share merger consideration, less applicable taxes required to be withheld with respect to such payment.
- [F5]On February 6, 2013, the reporting person was granted 3,834 restricted stock units, with the units vesting in four equal annual installments on each anniversary of the grant date until February 6, 2017. As of effective date of the Merger, 2,875 restricted stock units were vested and 959 restricted stock units were unvested. Pursuant to the Merger Agreement, the vested restricted stock units were cancelled in exchange for a cash payment of $51,031.25, which represents the product of (i) the aggregate number of shares of common stock subject to such vested restricted stock units (2,875 shares) and (ii) the merger consideration of $17.75 per share, with such cash payment subject to any required withholding of taxes. The unvested restricted stock units were cancelled and forfeited for no consideration pursuant to the Merger Agreement.
- [F6]On February 5, 2014, the reporting person was granted 3,898 restricted stock units, with the units vesting in four equal annual installments on each anniversary of the grant date until February 5, 2018. As of effective date of the Merger, 1,949 restricted stock units were vested and 1,949 restricted stock units were unvested. Pursuant to the Merger Agreement, the vested restricted stock units were cancelled in exchange for a cash payment of $34,594.75, which represents the product of (i) the aggregate number of shares of common stock subject to such vested restricted stock units (1,949 shares) and (ii) the merger consideration of $17.75 per share, with such cash payment subject to any required withholding of taxes. The unvested restricted stock units were cancelled and forfeited for no consideration pursuant to the Merger Agreement.
- [F7]On March 18, 2015, the reporting person was granted 9,690 restricted stock units, with the units vesting in four equal annual installments on each anniversary of the grant date until March 18, 2019. As of effective date of the Merger, 2,422 restricted stock units were vested and 7,268 restricted stock units were unvested. Pursuant to the Merger Agreement, the vested restricted stock units were cancelled in exchange for a cash payment of $42,990.50, which represents the product of (i) the aggregate number of shares of common stock subject to such vested restricted stock units (2,422 shares) and (ii) the merger consideration of $17.75 per share, with such cash payment subject to any required withholding of taxes. The unvested restricted stock units were cancelled and forfeited for no consideration pursuant to the Merger Agreement.
- [F8]The performance-based restricted stock units convert into the right to receive an amount in cash equal to the product of (i) the total number of shares subject to such performance-based restricted stock unit based on actual achievement of the applicable performance metrics through the day immediately preceding the effective date of the Merger and (ii) the per share merger consideration, less applicable taxes required to be withheld with respect to such payment.
- [F9]On March 18, 2015, the reporting person was granted 9,690 performance-based restricted stock units. Pursuant to the terms of the agreement governing the performance-based restricted stock, at the effective time of the Merger, 11,550 performance-based restricted stock units were immediately deemed earned based on achievement of performance metrics ("Earned Units"). Pursuant to the Merger Agreement, the Earned Units were cancelled in exchange for an aggregate cash payment of $205,021, subject to certain conditions and payable in accordance with the terms set forth in the agreement governing the performance-based restricted stock, which represents the product of (i) the aggregate number of shares of common stock subject to such Earned Units (11,550 shares) and (ii) the merger consideration of $17.75 per share, subject to required withholding of taxes. The unearned performance-based restricted stock units were cancelled and forfeited for no consideration pursuant to the Merger Agreement
Issuer
SCIQUEST INC
CIK 0001082526
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001082526
Filing Metadata
- Form type
- 4
- Filed
- Jul 28, 8:00 PM ET
- Accepted
- Jul 29, 9:37 AM ET
- Size
- 35.0 KB