| 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 |
|
|||||||||||||||
|
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
DUCK CREEK TECHNOLOGIES, INC. [ DCT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 03/30/2023 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
|||||||||||||||||||||||||
| 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, par value $0.01 per share | 03/30/2023 | D(1) | 279,994 | D | (1) | 0 | D | |||
| Common Stock, par value $0.01 per share | 03/30/2023 | D(2) | 262,192 | D | (2) | 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 | ||||||||
| Option | $27 | 03/30/2023 | D(3) | 77,822 | (4) | 08/14/2030 | Common Stock, par value $0.01 per share | 77,822 | (3) | 0 | D | ||||
| Explanation of Responses: |
| 1. The shares were disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 8, 2023, by and among the Issuer, Disco Parent, LLC, a Delaware limited liability company, and Disco Merger Sub, Inc., a Delaware corporation, whereby, at the effective time of the merger contemplated therein (the "Effective Time"), all shares of Issuer common stock issued and outstanding immediately prior to the Effective time (other than certain excluded shares) were cancelled, extinguished and automatically converted into the right to receive $19.00 per share in cash, without interest. |
| 2. Reflects unvested awards of stock ("RSAs") held by the Reporting Person. Pursuant to the Merger Agreement, each unvested RSA that was outstanding immediately prior to the Effective Time was fully vested, cancelled and automatically converted into the right to receive an amount in cash equal to the product of (a) the aggregate number of shares subject to such unvested RSAs, multiplied by (b) $19.00, subject to any required withholding of taxes. |
| 3. Pursuant to the Merger Agreement, each option, whether vested or unvested, that was unexpired, unexercised, and outstanding as of immediately prior to the Effective Time was fully vested, cancelled and automatically converted into the right to receive an amount in cash equal to the product of (a) the aggregate number of shares subject to such option, multiplied by (b) the excess, if any, of $19.00 over the applicable per share exercise price under such option, subject to any required withholding of taxes. As the per share exercise price of each option exceeds $19.00, each option will be cancelled immediately upon the Effective Time without payment or consideration. |
| 4. These options were fully vested. |
| Remarks: |
| /s/ Christopher R. Stone as Attorney-in-Fact | 03/31/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
