4//SEC Filing
Butterfield Stewart 4
Accession 0001764925-21-000140
CIK 0001764925other
Filed
Jul 20, 8:00 PM ET
Accepted
Jul 21, 4:39 PM ET
Size
14.3 KB
Accession
0001764925-21-000140
Insider Transaction Report
Form 4
Butterfield Stewart
DirectorChief Executive Officer
Transactions
- Conversion
Class B Common Stock
2021-07-21−38,355,865→ 0 total→ Class A Common Stock (38,355,865 underlying) - Disposition to Issuer
Restricted Stock Units
2021-07-21−76,267→ 0 total→ Class B Common Stock (76,267 underlying) - Conversion
Class A Common Stock
2021-07-21+38,355,865→ 39,449,046 total - Disposition from Tender
Class A Common Stock
2021-07-21−39,449,046→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2021-07-21−697,471→ 0 totalExercise: $24.31Exp: 2030-04-05→ Class A Common Stock (697,471 underlying)
Footnotes (6)
- [F1]Upon consummation of the exchange offer (as described below), each share of tendered Class B common stock, par value $0.0001 per share, converted on a one-to-one basis into Class A common stock, par value $0.0001 per share.
- [F2]Pursuant to the Agreement and Plan of Merger, dated as of December 1, 2020 (the "Merger Agreement"), by and among salesforce.com, inc. ("Salesforce"), Skyline Strategies I Inc., Skyline Strategies II LLC, and the Issuer, each share of the Issuer's common stock was tendered in exchange for (i) 0.0776 shares of Salesforce common stock and (ii) $26.79 in cash, together with cash in lieu of any fractional shares of Salesforce common stock.
- [F3]This restricted stock unit ("RSU") represents the right to receive shares of Class B common stock.
- [F4]Pursuant to the Merger Agreement, at the effective time of the merger (the "Effective Time"), each of the Issuer's RSUs were assumed and converted into an RSU with respect to a number of shares of Salesforce common stock (rounded down to the nearest whole share) determined by multiplying (i) the number of shares of common stock subject to the Issuer RSU immediately prior to the Effective Time by (ii) the "option/RSU conversion ratio" as defined in the definitive proxy statement filed by the Issuer with the SEC on January 29, 2021. The converted RSU will otherwise be subject to the same terms and conditions as were applicable to the Issuer RSU prior to the Effective Time.
- [F5]Not applicable.
- [F6]Pursuant to the Merger Agreement, at the Effective Time, each outstanding option was assumed and converted into an option to purchase the number of shares of Salesforce common stock (rounded down to the nearest whole share) determined by multiplying (i) the number of shares of common stock subject to the Issuer option immediately prior to the Effective Time by (ii) the option/RSU conversion ratio, with an exercise price determined by dividing (i) the exercise price of the Issuer option immediately prior to the Effective Time by (ii) the option/RSU conversion ratio. The converted option will otherwise be subject to the same terms and conditions as were applicable to the Issuer option prior to the Effective Time.
Documents
Issuer
Slack Technologies, Inc.
CIK 0001764925
Entity typeother
Related Parties
1- filerCIK 0001775610
Filing Metadata
- Form type
- 4
- Filed
- Jul 20, 8:00 PM ET
- Accepted
- Jul 21, 4:39 PM ET
- Size
- 14.3 KB