4//SEC Filing
Munford Stephen 4
Accession 0001340127-19-000199
CIK 0001340127other
Filed
Dec 25, 7:00 PM ET
Accepted
Dec 26, 6:36 AM ET
Size
19.2 KB
Accession
0001340127-19-000199
Insider Transaction Report
Form 4
Carbonite IncCARB
Munford Stephen
Director
Transactions
- Disposition to Issuer
Common Stock
2019-12-24−155,129→ 8,207 total - Disposition to Issuer
Stock Option (Right to Buy)
2019-12-24−25,000→ 0 totalExercise: $12.09Exp: 2024-01-28→ Common Stock (25,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2019-12-24−9,000→ 0 totalExercise: $10.89Exp: 2024-06-02→ Common Stock (9,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2019-12-24−9,000→ 0 totalExercise: $11.14Exp: 2025-06-01→ Common Stock (9,000 underlying) - Gift
Common Stock
2019-12-13+32,570→ 32,570 total(indirect: By Trust) - Disposition to Issuer
Common Stock
2019-12-24−32,570→ 0 total(indirect: By Trust) - Gift
Common Stock
2019-12-13−32,570→ 163,336 total - Disposition to Issuer
Common Stock
2019-12-24−8,207→ 0 total
Footnotes (7)
- [F1]These shares are owned by the Munford Family Foundation. The reporting person is trustee of the trust. The reporting person disclaims beneficial ownership of these securities, 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]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.
- [F3]Represents restricted stock units and performance-based restricted stock units (a Company "RSU and PRSU") held by the Reporting Person, whether or not vested. Pursuant to the terms of the Merger Agreement, each Company RSU and PRSU held by the Reporting Person was converted into the right to receive an amount in cash equal to the product of (i) $23.00 and (ii) the number of shares of Company common stock subject to such Company RSU and PRSU.
- [F4]This option became exercisable in 12 equal installments beginning on April 28, 2014.
- [F5]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.
- [F6]This option became exercisable in 12 equal quarterly installments beginning on September 2, 2014.
- [F7]This option became exercisable in one installment on June 1, 2016, subject to the Registrant's continuing service as a director.
Documents
Issuer
Carbonite Inc
CIK 0001340127
Entity typeother
Related Parties
1- filerCIK 0001598471
Filing Metadata
- Form type
- 4
- Filed
- Dec 25, 7:00 PM ET
- Accepted
- Dec 26, 6:36 AM ET
- Size
- 19.2 KB