CRUSCO KATHLEEN M 4
4 · DUCK CREEK TECHNOLOGIES, INC. · Filed Mar 31, 2023
Insider Transaction Report
Form 4
CRUSCO KATHLEEN M
Director
Transactions
- Disposition to Issuer
Common Stock, par value $0.01 per share
2023-03-30−23,056→ 0 total - Disposition to Issuer
Common Stock, par value $0.01 per share
2023-03-30−45,607→ 0 total - Disposition to Issuer
Option
2023-03-30−39,008→ 0 totalExercise: $27.00Exp: 2030-08-14→ Common Stock, par value $0.01 per share (39,008 underlying)
Footnotes (4)
- [F1]The shares were disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 8, 2023, by and among the Issuer, Disco Parent, LLC, a Delaware limited liability company, and Disco Merger Sub, Inc., a Delaware corporation, whereby, at the effective time of the merger contemplated therein (the "Effective Time"), all shares of Issuer common stock issued and outstanding immediately prior to the Effective time (other than certain excluded shares) were cancelled, extinguished and automatically converted into the right to receive $19.00 per share in cash, without interest.
- [F2]Reflects unvested awards of stock ("RSAs") held by the Reporting Person. Pursuant to the Merger Agreement, each unvested RSA that was outstanding immediately prior to the Effective Time was fully vested, cancelled and automatically converted into the right to receive an amount in cash equal to the product of (a) the aggregate number of shares subject to such unvested RSAs, multiplied by (b) $19.00, subject to any required withholding of taxes.
- [F3]Pursuant to the Merger Agreement, each option, whether vested or unvested, that was unexpired, unexercised, and outstanding as of immediately prior to the Effective Time was fully vested, cancelled and automatically converted into the right to receive an amount in cash equal to the product of (a) the aggregate number of shares subject to such option, multiplied by (b) the excess, if any, of $19.00 over the applicable per share exercise price under such option, subject to any required withholding of taxes. As the per share exercise price of each option exceeds $19.00, each option will be cancelled immediately upon the Effective Time without payment or consideration.
- [F4]These options were fully vested.