4//SEC Filing
SCIQUEST INC 4
Accession 0001209191-16-134373
CIK 0001082526operating
Filed
Jul 28, 8:00 PM ET
Accepted
Jul 29, 9:40 AM ET
Size
16.9 KB
Accession
0001209191-16-134373
Insider Transaction Report
Form 4
SCIQUEST INCSQI
Sage Karen
Chief Marketing Officer
Transactions
- Disposition to Issuer
Stock Option (Right to Buy)
2016-07-28$1.97/sh−11,666$22,982→ 0 totalExercise: $15.78Exp: 2025-04-29→ Common Stock (11,666 underlying) - Disposition to Issuer
Restricted Stock Unit
2016-07-28−22,000→ 0 total→ Common Stock (22,000 underlying) - Disposition to Issuer
Performance-Based Restricted Stock Unit
2016-07-28−33,242→ 0 total→ Common Stock (33,242 underlying)
Footnotes (5)
- [F1]This option was granted on April 29, 2015, with 25% vesting on April 29, 2016 and the remainder vesting in 36 equal monthly installments thereafter until April 29, 2019. As of effective date of the Merger, the option was vested with respect to 11,666 shares and unvested with respect to 28,334 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 $22,982.02, which represents the product of (i) the aggregate number of shares of common stock subject to such vested portion of the option (11,666 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.
- [F2]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.
- [F3]On February 18, 2016, the reporting person was granted 22,000 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.
- [F4]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.
- [F5]On February 18, 2016, the reporting person was granted 22,000 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, 33,242 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 $590,045, 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 (33,242 shares) and (ii) the merger consideration of $17.75 per share, subject to required withholding 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, 9:40 AM ET
- Size
- 16.9 KB