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 SCIQUEST INC [ SQI ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 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)
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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 | ||||||
| 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 | ||||||||
| Stock Option (Right to Buy) | $14.39 | 07/28/2016 | D | 185,000 | (1) | 04/26/2021 | Common Stock | 185,000 | $3.36(1) | 0 | D | ||||
| Stock Option (Right to Buy) | $14.46 | 07/28/2016 | D | 41,600 | (2) | 03/09/2022 | Common Stock | 41,600 | $3.29(2) | 0 | D | ||||
| Stock Option (Right to Buy) | $16.3 | 07/28/2016 | D | 32,875 | (3) | 02/06/2023 | Common Stock | 32,875 | $1.45(3) | 0 | D | ||||
| Stock Option (Right to Buy) | $25.01 | 07/28/2016 | D | 22,970 | (4) | 02/05/2024 | Common Stock | 22,970 | $0.00(4) | 0 | D | ||||
| Restricted Stock Unit | (5) | 07/28/2016 | D | 4,034 | (6) | (6) | Common Stock | 4,034 | (6) | 0 | D | ||||
| Restricted Stock Unit | (5) | 07/28/2016 | D | 3,599 | (7) | (7) | Common Stock | 3,599 | (7) | 0 | D | ||||
| Performance-Based Restricted Stock Unit | (8) | 07/28/2016 | D | 15,638 | (9) | (9) | Common Stock | 15,638 | (9) | 0 | D | ||||
| Restricted Stock Unit | (5) | 07/28/2016 | D | 13,119 | (10) | (10) | Common Stock | 13,119 | (10) | 0 | D | ||||
| Performance-Based Restricted Stock Unit | (8) | 07/28/2016 | D | 17,225 | (11) | (11) | Common Stock | 17,225 | (11) | 0 | D | ||||
| Restricted Stock Unit | (5) | 07/28/2016 | D | 11,400 | (12) | (12) | Common Stock | 11,400 | (12) | 0 | D | ||||
| Explanation of Responses: |
| 1. This option was granted on April 26, 2011, with 25% vesting on April 26, 2012 and the remainder vesting in 36 equal monthly installments, becoming fully exercisable as of April 26, 2015. Pursuant to the Merger Agreement, this option was cancelled in exchange for a cash payment of $621,600, which represents the product of (i) the aggregate number of shares of common stock subject to such vested portion of the option (185,000 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. |
| 2. This option was granted on March 9, 2012 with respect to 41,600 shares of the Issuer's common stock, with the shares vesting in 48 equal monthly installments thereafter, becoming fully exercisable as of March 9, 2016. Pursuant to the Merger Agreement, this option was cancelled in exchange for a cash payment of $136,864, which represents the product of (i) the aggregate number of shares of common stock subject to such vested portion of the option (41,600 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 February 6, 2013 with respect to 32,875 shares of the Issuer's common stock, with the shares vesting in 48 equal monthly installments thereafter until February 6, 2017. In connection with the Merger, the vesting of this option was fully accelerated pursuant to the Issuer's Change of Control Severance Plan. Pursuant to the Merger Agreement, this option was cancelled in exchange for a cash payment of $47,668.75, which represents the product of (i) the aggregate number of shares of common stock subject to such vested portion of the option (32,875 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. This option was granted on February 5, 2014 with respect to 22,970 shares of the Issuer's common stock, with the shares vesting in 48 equal monthly installments thereafter until February 5, 2018. In connection with the Merger, the vesting of this option was fully accelerated pursuant to the Issuer's Change of Control Severance Plan. Pursuant to the Merger Agreement, this option was cancelled and forfeited for no consideration, because the merger consideration of $17.75 per share did not exceed the exercise price of the option per share. |
| 5. 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. |
| 6. On February 6, 2013, the reporting person was granted 4,034 restricted stock units, with the units vesting in four equal annual installments on each anniversary of the grant date until February 6, 2017. In connection with the Merger, the vesting of these restricted stock units were fully accelerated pursuant to the Issuer's Change of Control Severance Plan. Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $71,603.50, which represents the product of (i) the aggregate number of shares of common stock subject to such restricted stock units (4,034 shares) and (ii) the merger consideration of $17.75 per share, with such cash payment subject to any required withholding of taxes. |
| 7. On February 5, 2014, the reporting person was granted 3,599 restricted stock units, with the units vesting in four equal annual installments on each anniversary of the grant date until February 5, 2018. In connection with the Merger, the vesting of these restricted stock units were fully accelerated pursuant to the Issuer's Change of Control Severance Plan. Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $63,882.25, which represents the product of (i) the aggregate number of shares of common stock subject to such restricted stock units (3,599 shares) and (ii) the merger consideration of $17.75 per share, with such cash payment subject to any required withholding of taxes. |
| 8. The performance-based 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 performance-based restricted stock unit based on actual achievement of the applicable performance metrics through the day immediately preceding the effective date of the Merger and (ii) the per share merger consideration, less applicable taxes required to be withheld with respect to such payment. |
| 9. On March 18, 2015, the reporting person was granted 13,119 performance-based restricted stock units. Pursuant to the terms of the agreement governing the performance-based restricted stock, at the effective time of the Merger, 15,638 performance-based restricted stock units were immediately deemed earned based on achievement of performance metrics ("Earned Units"). Pursuant to the Merger Agreement, the Earned Units were cancelled in exchange for an aggregate cash payment of $277,572, subject to certain conditions and payable in accordance with the terms set forth in the agreement governing the performance-based restricted stock, which represents the product of (i) the aggregate number of shares of common stock subject to such Earned Units (15,638 shares) and (ii) the merger consideration of $17.75 per share, subject to required withholding of taxes. The unearned performance-based restricted stock units were cancelled and forfeited for no consideration pursuant to the Merger Agreement. |
| 10. (10) On March 18, 2015, the reporting person was granted 13,119 restricted stock units, with the units vesting in four equal annual installments on each anniversary of the grant date until March 18, 2019. In connection with the Merger, the vesting of these restricted stock units were fully accelerated pursuant to the Issuer's Change of Control Severance Plan. Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $232,862.25, which represents the product of (i) the aggregate number of shares of common stock subject to such restricted stock units (13,119 shares) and (ii) the merger consideration of $17.75 per share, with such cash payment subject to any required withholding of taxes. |
| 11. On February 18, 2016, the reporting person was granted 11,400 performance-based restricted stock units. Pursuant to the terms of the agreement governing the performance-based restricted stock, at the effective time of the Merger, 17,225 performance-based restricted stock units were immediately deemed Earned Units. Pursuant to the Merger Agreement, the Earned Units were cancelled in exchange for an aggregate cash payment of $305,751, subject to certain conditions and payable in accordance with the terms set forth in the agreement governing the performance-based restricted stock, which represents the product of (i) the aggregate number of shares of common stock subject to such Earned Units (17,225 shares) and (ii) the merger consideration of $17.75 per share, subject to required withholding of taxes. The unearned performance-based restricted stock units were cancelled and forfeited for no consideration pursuant to the Merger Agreement |
| 12. On February 18, 2016, the reporting person was granted 11,400 restricted stock units, with the units vesting in four equal annual installments on each anniversary of the grant date until February 18, 2020. In connection with the Merger, the vesting of these restricted stock units were fully accelerated pursuant to the Issuer's Change of Control Severance Plan. Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $202,350, which represents the product of (i) the aggregate number of shares of common stock subject to such restricted stock units (11,400 shares) and (ii) the merger consideration of $17.75 per share, with such cash payment subject to any required withholding of taxes. |
| 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 | 07/29/2016 | |
| ** 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. | ||