Carbonite (CARB) Form 4 Carbonite / DAVID FRIEND 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^*

FRIEND DAVID

(Last) (First) (Middle)

C/O CARBONITE, INC.

TWO AVENUE DE LAFAYETTE

(Street)

BOSTON MA 02111

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Carbonite Inc [ CARB ]

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)
12/13/2019

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	12/06/2019		G	V	37,631	D	$0	0	I	By Trust(1)
Common Stock	12/09/2019		G	V	285,424	D	$0	43,478	I	By Trust(2)
Common Stock	12/13/2019		J(3)		86,957	D	$23	137,506	I	By Trust(4)
Common Stock	12/13/2019		J(3)		86,957	A	$23	130,435	I	By Trust(2)
Common Stock	12/18/2019		J(3)		51,880	D	$23	8,207	D
Common Stock	12/18/2019		J(3)		51,880	A	$23	189,386	I	By Trust(4)
Common Stock	12/19/2019		G		51,880	D	$0	137,506	I	By Trust(4)
Common Stock	12/24/2019		D(5)		130,435	D	(5)	0	I	By Trust(2)
Common Stock	12/13/2019		D(5)		137,506	D	(5)	0	I	By Trust(4)
Common Stock	12/13/2019		D(5)		8,207	D	(5)	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
Stock Option (Right to Buy)	$13.9	12/24/2019		D			100,000	(6)	01/08/2025	Common Stock	100,000	(7)	0	D

Explanation of Responses:

1. These shares are owned by the Margaret Shepherd Revocable Trust. The reporting person's spouse is trustee of the trust. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.

2. These shares are owned by the David Friend Revocable Trust. The reporting person is trustee of the trust. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.

3. These shares were reallocated among the reporting person's direct beneficial ownership, the David Friend Revocable Trust, and the Friend-Shepherd Family 2009 Irrev Trust II, for consideration consisting of the reallocated shares and an additional amount of cash and other property transferred to the Friend-Shepherd Family 2009 Irrev Trust II by the David Friend Revocable Trust, at a per-share value of $23.00.

4. These shares are owned by the Friend-Shepherd Family 2009 Irrev Trust II. The reporting person's children are beneficiaries of the trust. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.

5. On November 10, 2019, Carbonite, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Open Text Corporation ("OpenText") and Coral Merger Sub Inc., a wholly owned subsidiary of OpenText ("Purchaser"). On December 24, 2019, Purchaser merged with and into the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Company being the surviving corporation and becoming a wholly-owned subsidiary of OpenText. Pursuant to the terms of the Merger Agreement, each share of Company common stock was converted into the right to receive an amount in cash equal to $23.00, without interest and net of any required withholding of taxes.

6. This option became exercisable in 16 equal quarterly installments beginning on April 8, 2015.

7. Pursuant to the terms of the Merger Agreement, each option to purchase shares of Company common stock, whether or not vested and which have a per share exercise price that is less than $23.00 (each, an "In the Money Option") held by the Reporting Person was cancelled and converted into the right to a cash payment equal to (i) the excess, if any, of (A) $23.00 over (B) the exercise price payable per share of Company common stock under such In the Money Option, multiplied by (ii) the total number of shares of Company common stock subject to such In the Money Option.

Remarks:

	/s/Anthony Folger, by power of attorney	12/26/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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