Mark Culhane Form 4 CALLIDUS SOFTWARE / Mark Culhane 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^*

Culhane Mark

(Last) (First) (Middle)

C/O CALLIDUS SOFTWARE INC.

4140 DUBLIN BLVD., SUITE 400

(Street)

DUBLIN CA 94568

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CALLIDUS SOFTWARE INC [ CALD ]

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)
04/05/2018

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
Common Stock(1)	04/05/2018		D(2)		33,520	D	$36	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 Options	$5.27	04/05/2018		D			15,000	07/06/2012(3)	06/06/2022	Common Stock	15,000	(4)	0	D
Stock Options	$6.25	04/05/2018		D			15,000	07/05/2013(3)	06/05/2023	Common Stock	15,000	(4)	0	D

Explanation of Responses:

1. This Form 4 is being filed in connection with the April 5, 2018 closing of the merger (the "Merger") of Emerson One Acquisition Corp. ("Merger Sub") with and into the Issuer pursuant to the Agreement and Plan of Merger, dated as of January 29, 2018 (the "Merger Agreement"), by and among SAP America, Inc., Merger Sub and the Issuer. Upon closing of the Merger, each outstanding share of Common Stock of the Issuer was converted into the right to receive $36.00 per share in cash, without interest (the "Merger Consideration").

2. Disposed of pursuant to the Merger Agreement.

3. The Stock Options vested in equal monthly installments over a period of four years from their respective grant dates of June 6, 2012 and June 5, 2013.

4. At the effective time of the Merger, each outstanding vested and unvested Stock Option was cancelled and converted into the right to receive in cash an amount equal to the number of shares of Issuer Common Stock underlying such Stock Option multiplied by the excess, if any, of the Merger Consideration over the applicable exercise price.

	By: Vanessa Pon For: Mark A. Culhane	04/05/2018
	** 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).
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