4//SEC Filing
DiLullo John D 4
Accession 0001723648-23-000085
CIK 0001723648other
Filed
Dec 25, 7:00 PM ET
Accepted
Dec 26, 4:18 PM ET
Size
8.3 KB
Accession
0001723648-23-000085
Insider Transaction Report
Form 4
DiLullo John D
DirectorChief Executive Officer
Transactions
- Disposition to Issuer
Class A Common Stock
2023-12-22$3.74/sh−210,966$789,013→ 1,045,321 total - Disposition to Issuer
Class A Common Stock
2023-12-22$3.74/sh−1,045,321$3,909,501→ 0 total
Footnotes (3)
- [F1]Pursuant to the Agreement and Plan of Merger (the Merger Agreement), dated October 3, 2023, by and among the LiveVox Holdings, Inc., a Delaware corporation (the Company), inContact, Inc., a Delaware corporation (Parent), Laser Bridge Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Subsidiary), and NICE Ltd., a company organized under the laws of the State of Israel (NICE), each share of Class A common stock, par value $0.0001, of the Company (the Company Common Stock) was automatically cancelled, extinguished and converted into the right to receive $3.74, without interest thereon and less any required withholding taxes.
- [F2]Pursuant to the Merger Agreement each award of time-based restricted stock units (each, an Unvested RSU) that was outstanding and unvested as of immediately prior to December 22, 2023 (the Effective Time) was cancelled and converted into an award under the NICE share incentive plan of time-vesting restricted stock units with respect to a number of American Depositary Shares of NICE, each representing one share of NICE (the NICE ADSs), equal to the product of (i) the number of shares of Company Common Stock subject to such Unvested RSU and (ii) the Equity Award Exchange Ratio (as defined below), rounded to the nearest whole share (each, a Converted NICE RSU). Each Converted NICE RSU will remain subject to the same terms and conditions (including vesting, acceleration and payment schedule) as applied to the corresponding Company RSU immediately prior to the Effective Time.
- [F3](continued from Footnote 2.) For purposes of the Merger Agreement, the Equity Award Exchange Ratio is defined as the quotient obtained by dividing (i) $3.74 by (ii) the volume-weighted average closing price of NICE ADSs reported on the Nasdaq for the ten full trading days ending on (and including) the trading day immediately preceding the date on which the Effective Time occurs, rounded to the nearest ten-thousandth.
Documents
Issuer
LiveVox Holdings, Inc.
CIK 0001723648
Entity typeother
Related Parties
1- filerCIK 0001346345
Filing Metadata
- Form type
- 4
- Filed
- Dec 25, 7:00 PM ET
- Accepted
- Dec 26, 4:18 PM ET
- Size
- 8.3 KB