Mulesoft (MULE) Form 4 MULESOFT / Robert Horton 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^*

Horton Robert

(Last) (First) (Middle)

77 GEARY STREET, SUITE 400

(Street)

SAN FRANCISCO CA 94108

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MULESOFT, INC [ MULE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP People Ops, GC & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2018

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
Class A Common Stock	04/17/2018		G	V	18,723	D	$0.00	26,841(1)	D
Class A Common Stock	05/01/2018		C		263,737	A	(2)	290,578	D
Class A Common Stock	05/01/2018		U		265,208	D	(3)	25,370(4)	D
Class A Common Stock	05/02/2018		D		25,370(4)	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
Class B Common Stock	(2)	05/01/2018		C			263,737	(2)	(2)	Class A Common Stock(2)	263,737	$0.00	0	D
Employee Stock Option (right to buy)	$0.68	05/02/2018		D			26,222	(6)	08/29/2023	Class B Common Stock	26,622	$1.85	0	D
Employee Stock Option (right to buy)	$2.6	05/02/2018		D			27,084	(7)	02/03/2025	Class B Common Stock	27,084	$7.07	0	D
Employee Stock Option (right to buy)	$7.28	05/02/2018		D			50,000	(8)	06/16/2026	Class B Common Stock	50,000	$19.79	0	D
Employee Stock Option (right to buy)	$7.28	05/02/2018		D			225,000	(9)	06/16/2026	Class B Common Stock	225,000	$19.79	0	D
Employee Stock Option (right to buy)	$21.95	05/02/2018		D			68,300	(10)	12/20/2027	Class A Common Stock	68,300	$59.65	0	D

Explanation of Responses:

1. Includes 1,471 shares acquired under the Issuer's 2017 Employee Stock Purchase Plan on April 26, 2018 in a transaction that was exempt under both Rule 16b-3(d) and Rule 16b-3(c).

2. Upon consummation of the tender offer (as described below), each share of tendered Class B common stock converted on a one-to-one basis into Class A common stock.

3. Pursuant to the Agreement and Plan of Merger, dated as of March 20, 2018 (the "Merger Agreement"), by and among salesforce.com, inc. ("Salesforce"), Malbec Acquisition Corp. and the Issuer, each share of Class A common stock was tendered in exchange for (i) $36.00 in cash and (ii) 0.0711 of a share of Salesforce common stock, together with cash in lieu of any fractional shares of Salesforce common stock (the "Transaction Consideration"). Upon consummation of the tender offer and following the conversion of tendered shares of Class B common stock to Class A common stock on a one-to-one basis, the Reporting Person received Transaction Consideration of $9,547,488.00 in cash, 18,856 shares of Salesforce common stock and $35.02 in lieu of any fractional shares of Salesforce common stock.

4. The shares are represented by restricted stock units, or RSUs, which vest in seven equal quarterly installments beginning on August 15, 2020.

5. Pursuant to the Merger Agreement, the RSUs will be assumed by Salesforce and converted into a restricted stock unit for 0.368 shares of Salesforce common stock per share of Class A common stock.

6. Shares subject to the option are fully vested and immediately exercisable. Pursuant to the Merger Agreement, the option was assumed by Salesforce and converted into an option to purchase 9,796 shares of Salesforce common stock at an exercise price of $1.85 per share.

7. Shares subject to the option vest in 48 equal monthly installment beginning on March 3, 2015. Pursuant to the Merger Agreement, the option was assumed by Salesforce and converted into an option to purchase 9,966 shares of Salesforce common stock at an exercise price of $7.07 per share.

8. Shares subject to the option vest in 48 equal monthly installments beginning on August 1, 2016. Pursuant to the Merger Agreement, the option was assumed by Salesforce and converted into an option to purchase 18,398 shares of Salesforce common stock at an exercise price of $19.79 per share.

9. Shares subject to the option vest in 36 equal monthly installments beginning on September 1, 2017. Pursuant to the Merger Agreement, the option was assumed by Salesforce and converted into an option to purchase 82,798 shares of Salesforce common stock at an exercise price of $19.79 per share.

10. Shares subject to the option vest in seven equal quarterly installments beginning on August 15, 2020. Pursuant to the Merger Agreement, the option was assumed by Salesforce and converted into an option to purchase 25,134 shares of Salesforce common stock at an exercise price of $59.65 per share.

Remarks:

	/s/ Aref Wardak, by power of attorney	05/03/2018
	** Signature of Reporting Person	Date
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