4//SEC Filing
McClain Mark D. 4
Accession 0001627857-22-000100
CIK 0001627857other
Filed
Aug 15, 8:00 PM ET
Accepted
Aug 16, 5:51 PM ET
Size
27.1 KB
Accession
0001627857-22-000100
Insider Transaction Report
Form 4
McClain Mark D.
DirectorCEO and President
Transactions
- Disposition to Issuer
Common Stock
2022-08-16−720,192→ 0 total - Disposition to Issuer
Common Stock
2022-08-16−48,000→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
2022-08-16−48,000→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
2022-08-16−255,994→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
2022-08-16−48,000→ 0 total(indirect: By Trust) - Disposition to Issuer
Stock Option (right to buy)
2022-08-16−125,698→ 0 totalExercise: $25.42Exp: 2030-02-05→ Common Stock (125,698 underlying) - Disposition to Issuer
Stock Option (right to buy)
2022-08-16−118,586→ 0 totalExercise: $39.75Exp: 2032-02-10→ Common Stock (118,586 underlying) - Disposition to Issuer
Stock Option (right to buy)
2022-08-16−113,646→ 0 totalExercise: $29.92Exp: 2029-02-07→ Common Stock (113,646 underlying) - Disposition to Issuer
Stock Option (right to buy)
2022-08-16−72,476→ 0 totalExercise: $60.78Exp: 2031-02-17→ Common Stock (72,476 underlying) - Disposition to Issuer
Stock Option (right to buy)
2022-08-16−200,000→ 0 totalExercise: $12.00Exp: 2027-11-16→ Common Stock (200,000 underlying)
Footnotes (10)
- [F1]Pursuant to the Agreement and Plan of Merger, dated April 10, 2022 (the Merger Agreement), by and among SailPoint Technologies Holdings, Inc. (Issuer), SailPoint Intermediate Holdings III, LP (f/k/a Project Hotel California Holdings, LP) (Parent) and Project Hotel California Merger Sub, Inc. (Merger Sub), on August 16, 2022, Merger Sub merged with and into Issuer, with Issuer surviving the merger as a wholly-owned subsidiary of Parent (such merger and the other transactions contemplated by the Merger Agreement, the Merger). At the effective time of the Merger, each then outstanding share of Issuer common stock was cancelled and extinguished and automatically converted into the right to receive an amount in cash equal to $65.25, without interest thereon and less any applicable withholding taxes.
- [F10]This Option was granted on February 10, 2022. 25% vests on the first anniversary of the date of grant and then 1/48th vests each month thereafter, such that 100% of the award will be vested on the fourth anniversary of the date of grant.
- [F2]Includes restricted stock units (RSUs). At the Effective Time, each RSU award that was vested and outstanding immediately prior to the Effective Time (Vested RSU) was automatically cancelled and converted into the right to receive an amount in cash, without interest, equal to $65.25 multiplied by the total number of shares of such Vested RSU, subject to any required withholding of taxes. Each RSU that was outstanding immediately prior to the Effective Time and not a Vested RSU (Unvested RSU) was automatically converted into the contingent right to receive an amount in cash, without interest, equal to $65.25 multiplied by the total number of shares underlying such RSU, in each case subject to the same terms and conditions that applied to the Unvested RSU as in effect immediately prior to the Effective Time.
- [F3]The Reporting Person is a co-trustee for the McClain Charitable Remainder Unitrust (the "Unitrust"), and he shares investment control over, and may be deemed to have a pecuniary interest in, the shares held by the Unitrust. As such, the Reporting Person may be deemed to beneficially own all of the shares held by the Unitrust; however, the Reporting Person disclaims beneficial ownership of the shares held by the Unitrust except to the extent of his pecuniary interest therein.
- [F4]The Reporting Person is a co-trustee for each of McClain RHD 2015 Trust (the "RHD Trust"), McClain ADM 2015 Trust (the "ADM Trust") and McClain GMM 2015 Trust (the "GMM Trust", and together with the RHD Trust and the ADM Trust, the "Family Trusts"). The beneficiary of each of the Family Trusts is an immediate family member of the Reporting Person. As such, the Reporting Person may be deemed to beneficially own all of the shares held by the Family Trusts; however, the Reporting Person disclaims beneficial ownership of the shares held by the Family Trusts except to the extent of his pecuniary interest therein.
- [F5]Each option to purchase shares of Issuer common stock (Option) that was vested and outstanding immediately prior to the Effective Time (Vested Option) was automatically cancelled and converted into the right to receive an amount in cash, without interest, equal to (x) the difference between $65.25 and the per share exercise price of such Vested Option, multiplied by (y) the total number of shares underlying such Vested Option, subject to any required withholding of taxes. Each Option that was outstanding but unvested immediately prior to the Effective Time (Unvested Option) was automatically converted into the contingent right to receive an amount in cash, without interest, equal to (x) the difference between $65.25 and the per share exercise price of such Unvested Option multiplied by (y) the total number of shares underlying such Unvested Option, in each case subject to the same terms and conditions that applied to the Unvested Option immediately prior to the Effective Time.
- [F6]This Option was granted on November 16, 2017. 25% vested on the first anniversary of the date of grant and then 1/48th vested each month thereafter, such that 100% of the award had vested by the fourth anniversary of the date of grant.
- [F7]This Option was granted on February 7, 2019. 25% vested on the first anniversary of the date of grant and then 1/48th vests each month thereafter, such that 100% of the award will be vested on the fourth anniversary of the date of grant.
- [F8]This Option was granted on February 5, 2020. 25% vested on the first anniversary of the date of grant and then 1/48th vests each month thereafter, such that 100% of the award will be vested on the fourth anniversary of the date of grant.
- [F9]This Option was granted on February 17, 2021. 25% vested on the first anniversary of the date of grant and then 1/48th vests each month thereafter, such that 100% of the award will be vested on the fourth anniversary of the date of grant.
Documents
Issuer
Sailpoint Technologies Holdings, Inc.
CIK 0001627857
Entity typeother
Related Parties
1- filerCIK 0001722498
Filing Metadata
- Form type
- 4
- Filed
- Aug 15, 8:00 PM ET
- Accepted
- Aug 16, 5:51 PM ET
- Size
- 27.1 KB