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 | ||||||
| Common Stock | 07/28/2016 | D | 2,221(1) | D | $17.75 | 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 | ||||||||
| Stock Option (Right to Buy) | $23.78 | 07/28/2016 | D | 146,458 | (2) | 05/28/2023 | Common Stock | 185,000 | $0.00(2) | 0 | D | ||||
| Stock Option (Right to Buy) | $25.01 | 07/28/2016 | D | 15,997 | (3) | 02/05/2024 | Common Stock | 26,479 | $0.00(3) | 0 | D | ||||
| Stock Option (Right to Buy) | $10.21 | 07/28/2016 | D | 7,500 | (4) | 10/28/2025 | Common Stock | 7,500 | $7.54(4) | 0 | D | ||||
| Restricted Stock Unit | (5) | 07/28/2016 | D | 2,074 | (6) | (6) | Common Stock | 2,074 | (6) | 0 | D | ||||
| Restricted Stock Unit | (5) | 07/28/2016 | D | 2,981 | (7) | (7) | Common Stock | 2,981 | (7) | 0 | D | ||||
| Performance-Based Restricted Stock Unit | (8) | 07/28/2016 | D | 14,216 | (9) | (9) | Common Stock | 14,216 | (9) | 0 | D | ||||
| Restricted Stock Unit | (5) | 07/28/2016 | D | 20,000 | (10) | (10) | Common Stock | 20,000 | (10) | 0 | D | ||||
| Performance-Based Restricted Stock Unit | (8) | 07/28/2016 | D | 30,220 | (11) | (11) | Common Stock | 30,220 | (11) | 0 | D | ||||
| Explanation of Responses: |
| 1. Disposed of pursuant to the Merger Agreement. |
| 2. This option was granted on May 28, 2013 with respect to 185,000 shares of the Issuer's common stock, with 25% vesting on May 28, 2014 and the remainder vesting in 36 equal monthly installments, becoming fully exercisable as of May 28, 2017. As of effective date of the Merger, the option was vested with respect to 146,458 shares and unvested with respect to 38,542 shares. The unvested options were cancelled and forfeited for no consideration pursuant to the Merger Agreement. Pursuant to the Merger Agreement, the vested portion of 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. |
| 3. This option was granted on February 5, 2014 with respect to 26,479 shares of the Issuer's common stock, with the shares vesting in 48 equal monthly installments thereafter until February 5, 2018. As of effective date of the Merger, the option was vested with respect to 15,998 shares and unvested with respect to 10,481 shares. The unvested options were cancelled and forfeited for no consideration pursuant to the Merger Agreement. 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. |
| 4. This option was granted on October 28, 2015 with respect to 40,000 shares of the Issuer's common stock, with the shares vesting in 48 equal monthly installments thereafter until October 28, 2019. As of effective date of the Merger, the option was vested with respect to 7,500 shares and unvested with respect to 32,500 shares. The unvested options were cancelled and forfeited for no consideration pursuant to the Merger Agreement. Pursuant to the Merger Agreement, the vested portion of this option was cancelled in exchange for a cash payment of $56,550, which represents the product of (i) the aggregate number of shares of common stock subject to such vested portion of the option (7,500 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. |
| 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 5, 2014, the reporting person was granted 4,148 restricted stock units, with the units vesting in four equal annual installments on each anniversary of the grant date until February 5, 2018. As of effective date of the Merger, 2,074 restricted stock units were vested and 2,074 restricted stock units were unvested. Pursuant to the Merger Agreement, the vested restricted stock units were cancelled in exchange for a cash payment of $36,813.50, which represents the product of (i) the aggregate number of shares of common stock subject to such vested restricted stock units (2,074 shares) and (ii) the merger consideration of $17.75 per share, with such cash payment subject to any required withholding of taxes. The unvested restricted stock units were cancelled and forfeited for no consideration pursuant to the Merger Agreement. |
| 7. On March 18, 2015, the reporting person was granted 11,926 restricted stock units, with the units vesting in four equal annual installments on each anniversary of the grant date until March 18, 2019. As of effective date of the Merger, 2,981 restricted stock units were vested and 8,945 restricted stock units were unvested. Pursuant to the Merger Agreement, the vested restricted stock units were cancelled in exchange for a cash payment of $52,912.75, which represents the product of (i) the aggregate number of shares of common stock subject to such vested restricted stock units (2,981 shares) and (ii) the merger consideration of $17.75 per share, with such cash payment subject to any required withholding of taxes. The unvested restricted stock units were cancelled and forfeited for no consideration pursuant to the Merger Agreement. |
| 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 11,926 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, 14,216 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 $252,330, 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 (14,216 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. On February 18, 2016, the reporting person was granted 20,000 restricted stock units, with the units vesting in four equal annual installments on each anniversary of the grant date until February 18, 2020. 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. |
| 11. On February 18, 2016, the reporting person was granted 20,000 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, 30,220 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 $536,405, 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 (30,220 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. |
| 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 Douglas Keister | 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. | ||