Barber Jeffrey T Form 4 SCIQUEST / Jeffrey T Barber 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^*

Barber Jeffrey T

(Last) (First) (Middle)

3020 CARRINGTON MILL BLVD.

SUITE 100

(Street)

MORRISVILLE NC 27560

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SCIQUEST INC [ SQI ]

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)
07/28/2016

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	07/28/2016		D		2,330(1)	D	$17.75	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)	$8.18	07/28/2016		D			22,500	(2)	04/20/2020	Common Stock	22,500	$9.57(2)	0	D
Stock Option (Right to Buy)	$15.61	07/28/2016		D			13,750	(3)	06/02/2021	Common Stock	13,750	$2.14(3)	0	D
Restricted Stock Unit	(4)	07/28/2016		D			2,330	(5)	(5)	Common Stock	2,330	(5)	0	D
Restricted Stock Unit	(4)	07/28/2016		D			3,010	(6)	(6)	Common Stock	3,010	(6)	0	D
Restricted Stock Unit	(4)	07/28/2016		D			4,170	(7)	(7)	Common Stock	4,170	(7)	0	D
Restricted Stock Unit	(4)	07/28/2016		D			6,338	(8)	(8)	Common Stock	6,338	(8)	0	D
Restricted Stock Unit	(4)	07/28/2016		D			8,481	(9)	(9)	Common Stock	8,481	(9)	0	D

Explanation of Responses:

1. Disposed of pursuant to the Merger Agreement.

2. This option was granted on April 20, 2010 with respect to 22,500 shares of the Issuer's common stock, with the shares vesting in 48 equal monthly installments, becoming fully exercisable as of March 25, 2014. Pursuant to the Merger Agreement, this option was cancelled in exchange for a cash payment of $215,325, which represents the product of (i) the aggregate number of shares of common stock subject to such vested portion of the option (22,500 shares) and (ii) the excess of the merger consideration of $17.75 per share over the exercise price of the option per share, with such cash payment subject to any required withholding of taxes.

3. This option was granted on June 2, 2011 with respect to 13,750 shares of the Issuer's common stock, with the shares becoming fully exercisable as of June 2, 2012. Pursuant to the Merger Agreement, this option was cancelled in exchange for a cash payment of $29,425, which represents the product of (i) the aggregate number of shares of common stock subject to such vested portion of the option (13,750 shares) and (ii) the excess of the merger consideration of $17.75 per share over the exercise price of the option per share, with such cash payment subject to any required withholding of taxes.

4. The restricted stock units convert into the right to receive an amount in cash equal to the product of (i) the total number of shares subject to such restricted stock unit and (ii) the per share merger consideration, less applicable taxes required to be withheld with respect to such payment.

5. On April 25, 2012, the reporting person was granted 4,660 restricted stock units, vesting on April 25, 2013. Once vested, (i) 50% of the shares of common stock subject to this restricted stock unit were immediately issued and (ii) 50% of the shares subject to this restricted stock unit were to be issued upon the termination of the reporting person's service on the Board of Directors. Pursuant to the Merger Agreement, the remaining restricted stock units were cancelled in exchange for a cash payment of $41,357.50, which represents the product of (i) the aggregate number of remaining shares of common stock subject to such restricted stock units (2,330 shares) and (ii) the merger consideration of $17.75 per share, with such cash payment subject to any required withholding of taxes.

6. On April 24, 2013, the reporting person was granted 3,010 restricted stock units, vesting on April 24, 2014. Once vested the shares subject to this restricted stock unit were to be issued upon the termination of the reporting person's service on the Board of Directors. Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $53,427.50, which represents the product of (i) the aggregate number of shares of common stock subject to such restricted stock units (3,010 shares) and (ii) the merger consideration of $17.75 per share, with such cash payment subject to any required withholding of taxes.

7. On April 30, 2014, the reporting person was granted 4,170 restricted stock units, vesting on April 30, 2015. Once vested the shares subject to this restricted stock unit were to be issued upon the termination of the reporting person's service on the Board of Directors. Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $74,017.50, which represents the product of (i) the aggregate number of shares of common stock subject to such restricted stock units (4,170 shares) and (ii) the merger consideration of $17.75 per share, with such cash payment subject to any required withholding of taxes.

8. On April 29, 2015, the reporting person was granted 6,338 restricted stock units, vesting on April 29, 2016. Once vested the shares subject to this restricted stock unit were to be issued upon the termination of the reporting person's service on the Board of Directors. Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $112,499.50, which represents the product of (i) the aggregate number of shares of common stock subject to such restricted stock units (6,338 shares) and (ii) the merger consideration of $17.75 per share, with such cash payment subject to any required withholding of taxes.

9. On April 27, 2016, the reporting person was granted 8,481 restricted stock units, vesting on April 27, 2017. As the restricted stock units were not vested on July 28, 2016, the time of the Merger, the restricted stock units have been cancelled and forfeited for no consideration pursuant to the Merger Agreement.

Remarks:

On July 28, 2016, the Issuer became a wholly owned subsidiary of SciQuest Parent, LLC (f/k/a AKKR Green Parent, LLC) pursuant to the merger (the "Merger") effected in connection with that certain Agreement and Plan of Merger, dated May 30, 2016, by and among the Issuer, SciQuest Parent, LLC and AKKR Green Merger Sub, Inc. (the "Merger Agreement").

	/s/ Grant W. Collingsworth, attorney-in-fact for Jeffrey T. Barber	07/29/2016
	** Signature of Reporting Person	Date
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