Young Arthur C 4
4 · JDA SOFTWARE GROUP INC · Filed Dec 26, 2012
Insider Transaction Report
Form 4
Young Arthur C
Director
Transactions
- Other
Common Stock
2012-12-21$45.00/sh−4,000$180,000→ 0 total
Footnotes (3)
- [F1]These securities were granted to Arthur C. Young who was a director of the Issuer. Mr. Young is a Partner of Tensile Capital Management, LLC ("Tensile"). Tensile has a sub-advisory agreement with Blum Capital Partners, L.P. ("Blum LP") whereby Mr. Young reimburses Blum LP and its affiliates for any board compensation he received for service on the Board of Directors of the Issuer. Under the sub-advisory agreement and each of the partnership agreements for Stinson Capital Partners, L.P., Stinson Capital Partners C, L.P., Stinson Capital Partners QP, L.P. and Blum Strategic Partners IV, L.P., Mr. Young was deemed to hold each partnership's pro rata share of the securities for the benefit of each partnership and each partnership was entitled to a pro rata portion of the securities issued. (Cont'd in Footnote 2)
- [F2](Cont'd from Footnote 1) Accordingly, each partnership may have been deemed to be the indirect beneficial owners of the securities to the extent of their pro rata interest therein, and each of Blum LP, Blum Strategic GP IV, L.L.C. and Mr. Young may have been deemed to be indirect beneficial owners of the securities. Blum LP, Blum Strategic GP IV, L.L.C. and Mr. Young disclaimed beneficial ownership of the securities, except to the extent of any pecuniary interest therein.
- [F3]These shares were disposed of pursuant to the Agreement and Plan of Merger dated November 1, 2012 between the Issuer and RP Crown Acquisition Sub, LLC (an affiliate of RedPrairie Corporation) which was consummated on December 21, 2012.