| 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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| 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 CORELOGIC, INC. [ CLGX ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/04/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 06/04/2021 | D | 226,359.369(1) | D | $80(2)(3)(4)(5) | 0 | D | |||
| Common Stock | 06/04/2021 | D | 7,833.118 | D | $80(2)(3)(4)(5) | 0 | I | By 401(k) Plan | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Employee Stock Option (Right to Buy) | $25.95 | 06/04/2021 | D | 26,011 | (6) | 02/26/2023 | Common Stock | 26,011 | $54.05(2)(3)(4)(5) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $32.49 | 06/04/2021 | D | 18,467 | (7) | 03/02/2024 | Common Stock | 18,467 | $47.51(2)(3)(4)(5) | 0 | D | ||||
| Explanation of Responses: |
| 1. 1. Includes (i) 189.599 shares acquired under the CoreLogic, ("CoreLogic") employee stock purchase plan on March 31, 2021, (ii) 13,793.518 restricted stock units of CoreLogic subject to time-based vesting ("RSUs"), and (iii) 54,207.459 performance-based restricted stock units of CoreLogic subject to both time-based and performance-based vesting ("PSUs"). Each RSU and PSU is settled by the delivery of the underlying shares of CoreLogic common stock. |
| 2. On June 4, 2021, pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated February 4, 2021, by and among CoreLogic, Celestial-Saturn Parent Inc., a Delaware corporation ("Parent"), and Celestial-Saturn Acquisition Sub Inc., a Delaware corporation ("Acquisition Sub"), Acquisition Sub merged with and into CoreLogic, with CoreLogic surviving as a wholly owned subsidiary of Parent (the "Merger"). |
| 3. (continued from footnote 2) Pursuant to the Merger Agreement and by virtue of the Merger, in which each issued and outstanding share of CoreLogic common stock, par value $0.00001 per share, was converted into the right to receive $80 in cash, without interest (the "Merger Consideration"): (i) each option that was outstanding immediately prior to the effective time of the Merger automatically vested (if unvested) and was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (A) the excess, if any, of (x) the Merger Consideration over (y) the per-share exercise price for such option multiplied by (B) the total number of shares of CoreLogic common stock underlying such option; (ii) each RSU that was outstanding immediately prior to the effective time of the Merger automatically vested (if unvested) and was cancelled and converted into the right to receive an amount in cash, without interest, |
| 4. (continued from footnote 3) equal to the product of (A) the total number of shares of CoreLogic common stock underlying such RSU (including any shares of CoreLogic common stock in respect of dividend equivalent units credited thereon) (or, for RSUs granted in 2021, a prorated number of shares of CoreLogic common stock based on the period elapsed prior to the effective time of the Merger) multiplied by (B) the Merger Consideration; and (iii) each PSU that was outstanding immediately prior to the effective time of the Merger automatically vested (if unvested) and was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (A) the number of shares of CoreLogic common stock underlying such PSU (including any shares of CoreLogic common stock in respect of dividend equivalent units credited thereon) with performance measured in accordance with the terms of the applicable governing documents, |
| 5. (continued from footnote 4) as determined by the board of directors of CoreLogic or a committee thereof after consultation with Parent prior to the effective time of the Merger (or, for PSUs granted in 2021, a prorated number of shares of CoreLogic common stock based on the period elapsed prior to the effective time of the Merger and measured at the target level of performance) multiplied by (B) the Merger Consideration. |
| 6. The option became exercisable in three equal annual installments beginning February 27, 2014. |
| 7. The option became exercisable in three equal annual installments beginning March 3, 2015. |
| Remarks: |
| /s/ Jan S. Morris, attorney-in-fact | 06/08/2021 | |
| ** 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. | ||
