4//SEC Filing
FRIEND DAVID 4
Accession 0001340127-19-000193
CIK 0001340127other
Filed
Dec 25, 7:00 PM ET
Accepted
Dec 26, 6:31 AM ET
Size
23.7 KB
Accession
0001340127-19-000193
Insider Transaction Report
Form 4
Carbonite IncCARB
FRIEND DAVID
DirectorCEO and President
Transactions
- Gift
Common Stock
2019-12-09−285,424→ 43,478 total(indirect: By Trust) - Other
Common Stock
2019-12-13$23.00/sh−86,957$2,000,011→ 137,506 total(indirect: By Trust) - Disposition to Issuer
Common Stock
2019-12-13−137,506→ 0 total(indirect: By Trust) - Disposition to Issuer
Stock Option (Right to Buy)
2019-12-24−100,000→ 0 totalExercise: $13.90Exp: 2025-01-08→ Common Stock (100,000 underlying) - Other
Common Stock
2019-12-13$23.00/sh+86,957$2,000,011→ 130,435 total(indirect: By Trust) - Gift
Common Stock
2019-12-19−51,880→ 137,506 total(indirect: By Trust) - Other
Common Stock
2019-12-18$23.00/sh−51,880$1,193,240→ 8,207 total - Gift
Common Stock
2019-12-06−37,631→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
2019-12-24−130,435→ 0 total(indirect: By Trust) - Other
Common Stock
2019-12-18$23.00/sh+51,880$1,193,240→ 189,386 total(indirect: By Trust) - Disposition to Issuer
Common Stock
2019-12-13−8,207→ 0 total
Footnotes (7)
- [F1]These shares are owned by the Margaret Shepherd Revocable Trust. The reporting person's spouse is trustee of the trust. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.
- [F2]These shares are owned by the David Friend Revocable Trust. The reporting person is trustee of the trust. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.
- [F3]These shares were reallocated among the reporting person's direct beneficial ownership, the David Friend Revocable Trust, and the Friend-Shepherd Family 2009 Irrev Trust II, for consideration consisting of the reallocated shares and an additional amount of cash and other property transferred to the Friend-Shepherd Family 2009 Irrev Trust II by the David Friend Revocable Trust, at a per-share value of $23.00.
- [F4]These shares are owned by the Friend-Shepherd Family 2009 Irrev Trust II. The reporting person's children are beneficiaries of the trust. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.
- [F5]On November 10, 2019, Carbonite, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Open Text Corporation ("OpenText") and Coral Merger Sub Inc., a wholly owned subsidiary of OpenText ("Purchaser"). On December 24, 2019, Purchaser merged with and into the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Company being the surviving corporation and becoming a wholly-owned subsidiary of OpenText. Pursuant to the terms of the Merger Agreement, each share of Company common stock was converted into the right to receive an amount in cash equal to $23.00, without interest and net of any required withholding of taxes.
- [F6]This option became exercisable in 16 equal quarterly installments beginning on April 8, 2015.
- [F7]Pursuant to the terms of the Merger Agreement, each option to purchase shares of Company common stock, whether or not vested and which have a per share exercise price that is less than $23.00 (each, an "In the Money Option") held by the Reporting Person was cancelled and converted into the right to a cash payment equal to (i) the excess, if any, of (A) $23.00 over (B) the exercise price payable per share of Company common stock under such In the Money Option, multiplied by (ii) the total number of shares of Company common stock subject to such In the Money Option.
Documents
Issuer
Carbonite Inc
CIK 0001340127
Entity typeother
Related Parties
1- filerCIK 0001229269
Filing Metadata
- Form type
- 4
- Filed
- Dec 25, 7:00 PM ET
- Accepted
- Dec 26, 6:31 AM ET
- Size
- 23.7 KB