| 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 DATTO HOLDING CORP. [ MSP ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/23/2022 | ||||||||||||||||||||||||||
| 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 | 06/23/2022 | D(1) | 113,753,615(1) | D | $35.5 | 0 | I | See Footnote(2)(3)(4) | ||
| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Pursuant to the Agreement and Plan of Merger, dated April 11, 2022, by and among Knockout Parent Inc., Knockout Merger Sub Inc., the Issuer, and, for certain limited purposes set forth in the Merger Agreement, Kaseya Holdings Inc. and Kaseya Inc., each share of the Issuer's common stock was canceled and converted into the right to receive $35.50 per share in cash without interest, subject to required withholding taxes. |
| 2. Includes 13,941,912 shares held directly by Vista Foundation Fund II, L.P. ("VFF II"), 3,175,352 shares held directly by Vista Foundation Fund II-A, L.P. ("VFF II-A"), 846,946 shares held directly by VFF II FAF, L.P. ("VFF II FAF"), 208,600 shares held directly by Vista Foundation Fund II Executive, L.P. ("VFF II Executive"), 27,193 shares held directly by Vista Foundation Associates II, LLC ("VF Associates II") and 95,553,611 shares held directly by Merritt VI Aggregator, LLC ("Merritt VI," and collectively with VFF II, VFF II-A, VFF II FAF, VFF II Executive and VF Associates II, the "Vista Funds"). |
| 3. Vista Foundation Fund II GP, LLC ("VFF II GP") is the general partner of each of VFF II, VFF II FAF and VFF II Executive. VEP Group, LLC ("VEP Group") is the Senior Managing Member of VFF II GP and VF Associates II. VFF II GP (Cayman), L.P. ("VFF II-A GP") is the general partner of VFF II-A. VFF II GP (Cayman), Ltd. ("VFF II-A UGP") is the general partner of VFF II-A GP. Vista Equity Partners Fund VI, L.P. ("VEPF VI") is the managing member of Merritt VI. Vista Equity Partners Fund VI GP, L.P. ("Fund VI GP") is the sole general partner of VEPF VI. VEPF VI GP. Ltd. ("Fund VI UGP") is the general partner of Fund VI GP. Robert F. Smith is the sole director and one of 11 members of each of VFF II-A UGP and Fund VI UGP. Robert F. Smith is the sole Managing Member of VEP Group. |
| 4. (Continued from footnote 3) Consequently, Mr. Smith, VFF II GP, VFF II-A GP, VFF II-A UGP, VEPF VI, Fund VI GP, Fund VI UGP and VEP Group may be deemed the beneficial owners of the shares held by the Vista Funds. Each of the Vista Funds, Mr. Smith, VFF II GP, VFF II-A GP, VFF II-A UGP, VEPF VI, Fund VI GP, Fund VI UGP and VEP Group expressly disclaim beneficial ownership of any shares not held directly, except to the extent of its or his pecuniary interest. |
| Remarks: |
| This report is filed as form 1 of 2 to report related transactions for the following filers: Vista Foundation Fund II, L.P., Vista Foundation Fund II-A, L.P., VFF II FAF, L.P., Vista Foundation Fund II Executive, L.P., Vista Foundation Associates II, LLC, Merritt VI Aggregator, LLC, Vista Foundation Fund II GP, LLC, VEP Group, LLC, VFF II GP (Cayman), L.P., VFF II GP (Cayman), Ltd., Vista Equity Partners Fund VI, L.P., Vista Equity Partners Fund VI GP, L.P., VEPF VI GP. Ltd. and Robert F. Smith. |
| /s/ Robert F. Smith, Managing Member of the Senior Managing Member of the General Partner of Vista Foundation Fund II, L.P. | 06/27/2022 | |
| /s/ Robert F. Smith, Managing Member of the Senior Managing Member of Vista Foundation Fund II GP, LLC | 06/27/2022 | |
| /s/ Robert F. Smith, Managing Member of the VEP Group, LLC | 06/27/2022 | |
| /s/ Robert F. Smith, sole director and member of the General Partner of the General Partner of Vista Foundation Fund II-A, L.P. | 06/27/2022 | |
| /s/ Robert F. Smith, sole director and member of the General Partner of VEP II GP (Cayman), L.P, | 06/27/2022 | |
| /s/ Robert F. Smith, sole director and member of VP II GP (Cayman), Ltd. | 06/27/2022 | |
| /s/ Robert F. Smith, Managing Member of the Senior Managing Member of the General Partner of VFF II FAF, L.P. | 06/27/2022 | |
| /s/ Robert F. Smith, Managing Member of the Senior Managing Member of the General Partner of Vista Foundation Fund II Executive, L.P. | 06/27/2022 | |
| /s/ Robert F. Smith, Managing Member of the Senior Managing Member of Vista Foundation Associates II, L.P. | 06/27/2022 | |
| /s/ Robert F. Smith, sole director and member of the General Partner of the General Partner of the Managing Member of Merritt VI Aggregator, LLC | 06/27/2022 | |
| ** 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. | ||
