Carbonite (CARB) Form 4 Carbonite / CHARLES KANE 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^*

KANE CHARLES

(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)
12/24/2019

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	12/24/2019		D(1)		102,277	D	(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
Stock Option (Right to Buy)	$10	12/24/2019		D			16,000	(2)	07/22/2021	Common Stock	16,000	(3)	0	D
Stock Option (Right to Buy)	$9.62	12/24/2019		D			5,000	(4)	01/31/2023	Common Stock	5,000	(3)	0	D
Stock Option (Right to Buy)	$10.32	12/24/2019		D			7,500	(5)	05/01/2023	Common Stock	7,500	(3)	0	D
Stock Option (Right to Buy)	$15.2	12/24/2019		D			10,000	(6)	10/29/2023	Common Stock	10,000	(3)	0	D
Stock Option (Right to Buy)	$10.89	12/24/2019		D			9,000	(7)	06/02/2014	Common Stock	9,000	(3)	0	D
Stock Option (Right to Buy)	$11.14	12/24/2019		D			9,000	(8)	06/01/2025	Common Stock	9,000	(3)	0	D

Explanation of Responses:

1. 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.

2. This option became exercisable in 12 equal quarterly installments beginning on October 22, 2011.

3. 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.

4. This option became exercisable in 12 equal quarterly installments beginning on April 30, 2013.

5. This option became exercisable in 12 equal quarterly installments beginning on August 1, 2013.

6. This option became exercisable in 12 equal quarterly installments beginning on January 29, 2014.

7. This option became exercisable in 12 equal quarterly installments beginning on September 2, 2014.

8. This option became exercisable in one installment on June 1, 2016, subject to the Registrant's continuing service as a director.

Remarks:

	/s/Anthony Folger, by power of attorney	12/26/2019
	** Signature of Reporting Person	Date
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