Carbon Black (CBLK) Form 4 Carbon Black / JOSEPH S TIBBETTS JR 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^*

TIBBETTS JOSEPH S JR

(Last) (First) (Middle)

C/O CARBON BLACK, INC.

1100 WINTER STREET

(Street)

WALTHAM MA 02451

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Carbon Black, Inc. [ CBLK ]

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)
10/08/2019

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	10/08/2019		D(1)		27,625(2)(3)	D	(1)(2)(3)	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)	(4)(5)(6)	10/08/2019		D			123,442	(4)(5)(6)	(4)(5)(6)	Common Stock	123,442	(4)(5)(6)	0	D
Stock Option (Right to Buy)	(4)(5)(6)	10/08/2019		D			25,000	(4)(5)(6)	(4)(5)(6)	Common Stock	25,000	(4)(5)(6)	0	D

Explanation of Responses:

1. This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 22, 2019, by and among Carbon Black, Inc. (the "Company"), VMWare, Inc., ("Parent"), and Calistoga Merger Corp. ("Merger Sub"), pursuant to which the Company became a direct wholly owned subsidiary of Parent (the "Merger") on October 8, 2019 (the "Effective Time"). At the Effective Time, all of the issued and outstanding shares of the Company's common stock, par value $0.001 per share (the "Shares") were cancelled and converted into a right to receive $26.00 in cash (the "Merger Consideration") without interest and subject to applicable withholding taxes.

2. A portion of this amount consists of unvested restricted stock units ("RSUs"). Each unvested Company RSU held by a Continuing Employee (i.e., an employee of the Company or any of its subsidiaries who remains an employee of VMware or its subsidiaries or who does not accept an offer of employment from VMware but has not been affirmatively terminated) and remained outstanding immediately prior to the Effective Time was substituted with a RSU covering Parent Common Stock (a "Parent RSU"). The number of shares of Class A Common Stock of Parent ("Parent Common Stock") subject to a Parent RSU was determined by multiplying the number of Shares subject to the Company RSU immediately prior to the Effective Time by the Option Exchange Ratio (as defined in the Merger Agreement) and rounding down to the nearest whole share of Parent Common Stock.

3. Parent RSUs will continue to have, and be subject to, substantially the same material terms and conditions as were applicable to the Company RSUs as of immediately prior to the Effective Time. All Company RSUs not substituted as of the Effective Time were canceled at the Effective Time without payment of any consideration; provided, that any Company RSU that was vested, but not settled, as of the Effective Time was cancelled in exchange for payment to the holder of such Company RSU of an amount in cash equal to the Merger Consideration.

4. Immediately after the Effective Time, each portion of any Company Option that was not a Rollover Option (as defined below) and that was outstanding and vested immediately prior to the Effective Time and then exercisable for a per share exercise price less than the Merger Consideration that would be payable in respect of the Shares underlying such Company Option (any such portion of such Company Option, an "In-the-Money Cash Out Option") was canceled in exchange for payment to the holder of such Company Option of an amount in cash equal to the amount, if any, by which (i) the Merger Consideration that would be payable in accordance with the Merger Agreement in respect of the Shares issuable upon exercise of such In-the-Money Cash Out Option had such In-the-Money Cash Out Option been exercised in full prior to the Effective Time exceeds (B) the aggregate exercise price for such In-the-Money Cash Out Option.

5. Each Company Option that was outstanding and unvested immediately prior to the Effective Time that was held by a Continuing Employee and is exercisable for a per share exercise price less than the Merger Consideration that would be payable in respect of the Shares underlying such Company Option (any such portion of such Company Option, a "Rollover Option") was substituted with an option to acquire, on the same material terms and conditions as were applicable to such Rollover Option as of immediately prior to the Effective Time, the number of shares of Parent Common Stock, rounded down to the nearest whole share, determined by multiplying the number of Shares issuable upon the exercise in full of such Rollover Option as of immediately prior to the Effective Time by the Option Exchange Ratio, and the exercise price per share of Parent Common Stock equal to the quotient obtained by dividing

6. (i) the per share exercise price of such Rollover Option by (ii) the Option Exchange Ratio, rounded up to the nearest whole cent (each, as so adjusted, a "Substituted Option"). The Substituted Options will continue to have, and be subject to, the same material terms and conditions as were applicable to the Rollover Options as of immediately prior to the Effective Time, except that such Rollover Option will be a nonqualified stock option. All Company Options that were not In-the-Money Cash Out Options or Rollover Options were canceled at the Effective Time without payment of any consideration.

	By: /s/ Eric Pyenson, attorney-in-fact	10/08/2019
	** Signature of Reporting Person	Date
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