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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| 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 Rally Software Development Corp [ RALY ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 07/08/2015 | ||||||||||||||||||||||||||
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 | 07/08/2015 | U | 5,400 | D | $19.5(1) | 33,400(2) | D | |||
Common Stock | 07/08/2015 | D | 2,400 | D | $19.5(3) | 31,000 | D | |||
Common Stock | 07/08/2015 | D | 31,000 | D | $19.5(4) | 0 | D |
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 | ||||||||
Stock Option (right to buy) | $13.38 | 07/08/2015 | D | 9,000 | (5) | 03/30/2024 | Common Stock | 9,000 | (5) | 0 | D | ||||
Stock Option (right to buy) | $15.54 | 07/08/2015 | D | 22,000 | (5) | 03/31/2025 | Common Stock | 22,000 | (5) | 0 | D |
Explanation of Responses: |
1. Per the terms of the Acquisition Agreement, dated May 27, 2015, among the Issuer, CA, Inc., a Delaware corporation, and Grand Prix Acquisition Corp., a Delaware corporation (the "Agreement"), and the Offer (as defined in the Agreement), each share of Issuer common stock was tendered for $19.50 per share in cash, without interest and less any required withholding taxes. |
2. Includes 1,200 shares acquired under the Issuer's 2013 Employee Stock Purchase Plan on June 15, 2015 and July 2, 2015, respectively. |
3. Disposed of pursuant to the Agreement in which the Issuer's common stockholders, as of the Effective Time (as defined in the Agreement), were entitled to receive the merger consideration of $19.50 per share in cash, without interest and less any required withholding taxes. |
4. Per the terms of the Agreement, each restricted stock unit award ("RSU") as of immediately prior to the Effective Time was cancelled and converted into the right to receive cash in an amount equal to $19.50 per share, without interest and less any required withholding taxes, provided that any portion of such amount payable with respect to unvested RSUs that were not accelerated in connection with the Closing (as defined in the Agreement) is payable on the 6 month anniversary of the Closing subject to the Reporting Person's continued employment through such date. |
5. Per the terms of the Agreement, the unexercised portion of the stock option as of immediately prior to the Effective Time was cancelled and converted into the right to receive cash in an amount equal to (i) the total number of shares subject to each such option immediately prior to the Closing multiplied by (ii) the excess, if any, of (x) $19.50 per share in cash, over (y) the exercise price payable per share under each such stock option, without interest and less any required withholding taxes, provided that any portion of such amount payable with respect to unvested stock options that were not accelerated in connection with the Closing is payable on the 6 month anniversary of the Closing subject to the Reporting Person's continued employment through such date. |
/s/ David A. Huberman | 07/10/2015 | |
** 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. |