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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| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol QLIK TECHNOLOGIES INC [ QLIK ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 08/22/2016 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 08/22/2016 | D | 16,546 | D | (1) | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Employee Stock Option (Right to Buy) | $29.74 | 08/22/2016 | D | 1,650 | (2) | 11/07/2021 | Common Stock | 1,650 | $0.76 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $22.26 | 08/22/2016 | D | 13,275 | (3) | 06/07/2022 | Common Stock | 13,275 | $8.24 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $29.72 | 08/22/2016 | D | 19,775 | (4) | 06/07/2023 | Common Stock | 19,775 | $0.78 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $22.68 | 08/22/2016 | D | 38,569 | (5) | 06/06/2024 | Common Stock | 38,569 | $7.82 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $26.19 | 08/22/2016 | D | 60,200 | (6) | 03/07/2026 | Common Stock | 60,200 | $4.31 | 0 | D | ||||
| Restricted Stock Unit | (7) | 08/22/2016 | D | 24,900 | (8) | (9) | Common Stock | 24,900 | $30.5 | 0 | D | ||||
| Restricted Stock Unit | (7) | 08/22/2016 | D | 12,075 | (10) | (9) | Common Stock | 12,075 | $30.5 | 0 | D | ||||
| Restricted Stock Unit | (7) | 08/22/2016 | D | 13,250 | (11) | (9) | Common Stock | 13,250 | $30.5 | 0 | D | ||||
| Restricted Stock Unit | (7) | 08/22/2016 | D | 2,275 | (12) | (9) | Common Stock | 2,275 | $30.5 | 0 | D | ||||
| Explanation of Responses: |
| 1. Disposed of pursuant to the Agreement and Plan of Merger between Issuer, Project Alpha Holding, LLC and Project Alpha Merger Corp. (the "Merger Agreement"), whereby, immediately prior to the effective time of the merger contemplated therein (the "Effective Time"), all issued and outstanding shares of Issuer common stock were converted into the right to receive $30.50 per share in cash and, when so converted, automatically cancelled. |
| 2. This option, which provided for vesting with respect to one-quarter (1/4) of the shares of stock which were subject to this option on November 7, 2012 (the "2012 Initial Vesting Date"), provided Reporting Person remained continuously employed by the Issuer through the 2012 Initial Vesting Date; and exercisable with respect to three-quarters (3/4) of the shares of stock which were subject to this option in equal increments quarterly over three (3) years beginning on the date three (3) months from the 2012 Initial Vesting Date, provided that the Reporting Person remained continuously employed by the Issuer through the last day of each quarterly period, was cancelled pursuant to the Merger Agreement and, as soon as possible following the Effective Time, the Reporting Person was entitled to receive a cash payment equal to the product of (1) the difference between the exercise price and $30.50 and (2) the number of unexercised options. |
| 3. This option, which provided for vesting with respect to one-quarter (1/4) of the shares of stock which were subject to this option on June 7, 2013 (the "2013 Initial Vesting Date"), provided Reporting Person remained continuously employed by the Issuer through the 2013 Initial Vesting Date; and exercisable with respect to three-quarters (3/4) of the shares of stock which were subject to this option in equal increments quarterly over three (3) years beginning on the date three (3) months from the 2013 Initial Vesting Date, provided that the Reporting Person remained continuously employed by the Issuer through the last day of each quarterly period, was cancelled pursuant to the Merger Agreement and, as soon as possible following the Effective Time, the Reporting Person was entitled to receive a cash payment equal to the product of (1) the difference between the exercise price and $30.50 and (2) the number of unexercised options. |
| 4. This option, which provided for vesting with respect to one-quarter (1/4) of the shares of stock which were subject to this option on June 7, 2014 (the "2014 Initial Vesting Date"), provided Reporting Person remained continuously employed by the Issuer through the 2014 Initial Vesting Date; and exercisable with respect to three-quarters (3/4) of the shares of stock which were subject to this option in equal increments quarterly over three (3) years beginning on the date three (3) months from the 2014 Initial Vesting Date, provided that the Reporting Person remained continuously employed by the Issuer through the last day of each quarterly period, was cancelled pursuant to the Merger Agreement and, as soon as possible following the Effective Time, the Reporting Person was entitled to receive a cash payment equal to the product of (1) the difference between the exercise price and $30.50 and (2) the number of unexercised options. |
| 5. This option, which provided for vesting with respect to one-quarter (1/4) of the shares of stock which were subject to this option on June 6, 2015 (the "2015 Initial Vesting Date"), provided Reporting Person remained continuously employed by the Issuer through the 2015 Initial Vesting Date; and exercisable with respect to three-quarters (3/4) of the shares of stock which were subject to this option in equal increments quarterly over three (3) years beginning on the date three (3) months from the 2015 Initial Vesting Date, provided that the Reporting Person remained continuously employed by the Issuer through the last day of each quarterly period, was cancelled pursuant to the Merger Agreement and, as soon as possible following the Effective Time, the Reporting Person was entitled to receive a cash payment equal to the product of (1) the difference between the exercise price and $30.50 and (2) the number of unexercised options. |
| 6. This option, which provided for vesting with respect to one-quarter (1/4) of the shares of stock which were subject to this option on March 7, 2017 (the "2017 Initial Vesting Date"), provided Reporting Person remained continuously employed by the Issuer through the 2017 Initial Vesting Date; and exercisable with respect to three-quarters (3/4) of the shares of stock which were subject to this option in equal increments quarterly over three (3) years beginning on the date three (3) months from the 2017 Initial Vesting Date, provided that the Reporting Person remained continuously employed by the Issuer through the last day of each quarterly period, was cancelled pursuant to the Merger Agreement and, as soon as possible following the Effective Time, the Reporting Person was entitled to receive a cash payment equal to the product of (1) the difference between the exercise price and $30.50 and (2) the number of unexercised options. |
| 7. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock. |
| 8. The RSU, which provided for vesting in 4 equal annual installments beginning on March 7, 2017, was cancelled pursuant to the Merger Agreement and the Reporting Person became entitled to receive an initial cash payment equal to the product of $30.50 and the sum of the number of vested but unsettled shares of common stock and 1/3 of the unvested shares of common stock subject to this RSU. The Reporting Person shall be entitled to receive a payment for the remaining 2/3 of the unvested shares of common stock subject to this RSU in equal portions promptly following the 12 and 18 month anniversaries of the Effective Time or upon the earlier date as the RSU was scheduled to vest according to the original vesting conditions, provided the Reporting Person remains continuously employed by the Issuer through such date and provided further that if the Reporting Person is terminated without cause, the vesting conditions will be deemed satisfied on the Reporting Person's last day of employment. |
| 9. Not applicable. |
| 10. The RSU, which provided for vesting in 4 equal annual installments beginning on June 5, 2016, was cancelled pursuant to the Merger Agreement and the Reporting Person became entitled to receive an initial cash payment equal to the product of $30.50 and the sum of the number of vested but unsettled shares of common stock and 1/3 of the unvested shares of common stock subject to this RSU. The Reporting Person shall be entitled to receive a payment for the remaining 2/3 of the unvested shares of common stock subject to this RSU in equal portions promptly following the 12 and 18 month anniversaries of the Effective Time or upon the earlier date as the RSU was scheduled to vest according to the original vesting conditions, provided the Reporting Person remains continuously employed by the Issuer through such date and provided further that if the Reporting Person is terminated without cause, the vesting conditions will be deemed satisfied on the Reporting Person's last day of employment. |
| 11. The RSU, which provided for vesting in 4 equal annual installments beginning on June 6, 2015, was cancelled pursuant to the Merger Agreement and the Reporting Person became entitled to receive an initial cash payment equal to the product of $30.50 and the sum of the number of vested but unsettled shares of common stock and 1/3 of the unvested shares of common stock subject to this RSU. The Reporting Person shall be entitled to receive a payment for the remaining 2/3 of the unvested shares of common stock subject to this RSU in equal portions promptly following the 12 and 18 month anniversaries of the Effective Time or upon the earlier date as the RSU was scheduled to vest according to the original vesting conditions, provided the Reporting Person remains continuously employed by the Issuer through such date and provided further that if the Reporting Person is terminated without cause, the vesting conditions will be deemed satisfied on the Reporting Person's last day of employment. |
| 12. The RSU, which provided for vesting in 4 equal annual installments beginning on June 7, 2014, was cancelled pursuant to the Merger Agreement and the Reporting Person became entitled to receive an initial cash payment equal to the product of $30.50 and the sum of the number of vested but unsettled shares of common stock and 1/3 of the unvested shares of common stock subject to this RSU. The Reporting Person shall be entitled to receive a payment for the remaining 2/3 of the unvested shares of common stock subject to this RSU in equal portions promptly following the 12 and 18 month anniversaries of the Effective Time or upon the earlier date as the RSU was scheduled to vest according to the original vesting conditions, provided the Reporting Person remains continuously employed by the Issuer through such date and provided further that if the Reporting Person is terminated without cause, the vesting conditions will be deemed satisfied on the Reporting Person's last day of employment. |
| Remarks: |
| /s/ Deborah C. Lofton, Attorney-in-Fact for Anthony Deighton | 08/22/2016 | |
| ** 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). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||