4//SEC Filing
Robbins William T 4
Accession 0001209191-22-049423
CIK 0001370880other
Filed
Sep 11, 8:00 PM ET
Accepted
Sep 12, 11:42 AM ET
Size
15.8 KB
Accession
0001209191-22-049423
Insider Transaction Report
Form 4
Mandiant, Inc.MNDT
Robbins William T
EVP, WW Sales
Transactions
- Disposition to Issuer
Common Stock
2022-09-12$23.00/sh−99,610$2,291,030→ 0 total - Disposition to Issuer
Common Stock
2022-09-12$23.00/sh−138,314$3,181,222→ 0 total - Award
PERFORMANCE-BASED RESTRICTED STOCK UNITS
2022-09-12+138,909→ 192,672 totalFrom: 2022-09-12Exp: 2022-09-12→ Common Stock (138,909 underlying) - Award
PERFORMANCE-BASED RESTRICTED STOCK UNITS
2022-09-12+53,763→ 53,763 totalFrom: 2022-09-12Exp: 2022-09-12→ Common Stock (53,763 underlying) - Disposition to Issuer
PERFORMANCE-BASED RESTRICTED STOCK UNITS
2022-09-12$23.00/sh−192,672$4,431,456→ 0 totalFrom: 2022-09-12Exp: 2022-09-12→ Common Stock (192,672 underlying)
Footnotes (6)
- [F1]Represents shares of the Issuer's common stock that were disposed of in connection with the merger of Dupin Inc. with and into the Issuer (the "Merger") pursuant to an Agreement and Plan of Merger, dated as of March 7, 2022, by and among the Issuer, Google LLC ("Google") and Dupin Inc. At the effective time of the Merger, each share of the Issuer's common stock was cancelled and converted into the right to receive $23.00 in cash.
- [F2]At the effective time of the Merger, each outstanding restricted stock unit ("RSU") was canceled and converted into a right to receive an amount in cash equal to the product of (1) $23.00 and (2) the total number of shares of the Issuer's common stock then-subject to such RSU. With respect to vested RSUs, such cash amount became payable at the effective time of the Merger and, with respect to unvested RSUs, such cash amount will vest and become payable in accordance with the vesting schedule applicable to the corresponding unvested RSU, generally subject to the Reporting Person's continued employment with Google and its affiliates
- [F3]Each RSU subject to performance-based vesting conditions ("PSU") represented a right to receive a share of the Issuer's common stock, subject to the achievement of performance conditions
- [F4]Represents PSUs for which performance was deemed achieved based on actual performance and that became vested at the effective time of the Merger ("Vested PSUs").
- [F5]Represents PSUs for which performance was deemed achieved based on actual performance at the effective time of the Merger and PSUs for which performance was deemed achieved assuming maximum performance but, in each case, remained subject to time-based vesting conditions ("Unvested PSUs").
- [F6]At the effective time of the Merger, each outstanding PSU was canceled and converted into a right to receive an amount in cash equal to the product of (1) $23.00 and (2) the total number of shares of the Issuer's common stock then-subject to such PSU assuming maximum level of achievement of all relevant performance goals. With respect to each Vested PSU, such cash amount became payable at the effective time of the Merger and, with respect to each Unvested PSU, such cash amount will vest and become payable in accordance with the time-based vesting schedule applicable to the corresponding Unvested PSU, generally subject to the Reporting Person's continued employment with Google and its affiliates.
Documents
Issuer
Mandiant, Inc.
CIK 0001370880
Entity typeother
Related Parties
1- filerCIK 0001455951
Filing Metadata
- Form type
- 4
- Filed
- Sep 11, 8:00 PM ET
- Accepted
- Sep 12, 11:42 AM ET
- Size
- 15.8 KB