Red Hat Form 4 RED HAT / W STEVE ALBRECHT ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ALBRECHT W STEVE

(Last) (First) (Middle)

C/O RED HAT, INC.

100 EAST DAVIE STREET

(Street)

RALEIGH NC 27601

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RED HAT INC [ RHT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/09/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/09/2019		D		15,144(1)	D	$190(1)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Deferred Stock Unit	(2)	07/09/2019		D			1,356(3)	(4)	(4)	Common Stock	1,356(3)	(3)	0	D
Deferred Stock Unit	(2)	07/09/2019		D			3,849(3)	(5)	(5)	Common Stock	3,849(3)	(3)	0	D
Deferred Stock Unit	(2)	07/09/2019		D			5,042(3)	(6)	(6)	Common Stock	5,042(3)	(3)	0	D
Deferred Stock Unit	(2)	07/09/2019		D			3,435(3)	(7)	(7)	Common Stock	3,435(3)	(3)	0	D
Deferred Stock Unit	(2)	07/09/2019		D			1,710(3)	(8)	(8)	Common Stock	1,710(3)	(3)	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger dated as of October 28, 2018, by and among International Business Machines Corporation ("IBM"), Socrates Acquisition Corp. and Red Hat, common shares of Red Hat were disposed of for cash consideration of $190.00 per share.

2. Each deferred stock unit represents a right to receive one share of Red Hat common stock.

3. All Deferred Stock Units (DSUs) were canceled pursuant to the merger agreement for cash consideration of $190.00 per unit.

4. This DSU was granted on July 18, 2011 pursuant to Red Hat's Non-Employee Director Compensation Plan, in lieu of all or a portion of an annual grant of restricted stock, and vested on the first anniversary of the date of grant and would ordinarily have been settled in shares of Red Hat common stock upon termination of the Reporting Person's Board of Director service.

5. This DSU was granted on July 16, 2012 pursuant to Red Hat's Non-Employee Director Compensation Plan, in lieu of all or a portion of an annual grant of restricted stock, and vested on the first anniversary of the date of grant and would ordinarily have been settled in shares of Red Hat common stock upon termination of the Reporting Person's Board of Director service.

6. This DSU was granted on July 16, 2013 pursuant to Red Hat's Non-Employee Director Compensation Plan, in lieu of all or a portion of an annual grant of restricted stock, and vested on the first anniversary of the date of grant and would ordinarily have been settled in shares of Red Hat common stock upon termination of the Reporting Person's Board of Director service.

7. This DSU was granted on July 18, 2016 pursuant to Red Hat's Non-Employee Director Compensation Plan, in lieu of all or a portion of an annual grant of restricted stock, and vested on the first anniversary of the date of grant and would ordinarily have been settled in shares of Red Hat common stock upon termination of the Reporting Person's Board of Director service.

8. Ths DSU was granted on July 16, 2018 pursuant to Red Hat's Non-Employee Director Compensation Plan, in lieu of all or a portion of an annual grant of restricted stock, and would ordinarily have vested on the first anniversary of the date of grant and settled in shares of Red Hat common stock upon termination of the Reporting Person's Board of Director service.

Remarks:

	/s/Will Howard Atty in Fact UPOA	07/09/2019
	** Signature of Reporting Person	Date
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