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 |
| |||||||||||||||
| 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 CONTROL4 CORP [ CTRL ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 08/01/2019 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| 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 | 08/01/2019 | D(1) | 17,867 | D | (1) | 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) | (2)(3) | 08/01/2019 | D | 11,887 | (2)(3) | (2)(3) | Common Stock | 11,887 | (2)(3) | 0 | D | ||||
| Stock Option (Right to Buy) | (2)(3) | 08/01/2019 | D | 13,267 | (2)(3) | (2)(3) | Common Stock | 13,267 | (2)(3) | 0 | D | ||||
| Restricted Stock Units | (4)(5)(6)(7)(8) | 08/01/2019 | D | 7,180 | (4)(5)(6)(7)(8) | (4)(5)(6)(7)(8) | Common Stock | 7,180 | (4)(5)(6)(7)(8) | 0 | D | ||||
| Explanation of Responses: |
| 1. This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 8, 2019, by and among Control4 Corporation (the "Company" or "Control4"), Wirepath Home Systems, LLC ("Parent") and Copper Merger Sub Inc., a direct wholly-owned subsidiary of Parent ("Merger Sub"), a copy of which was filed as Exhibit 2.1 to the Company's Form 8-K filed with the Securities and Exchange Commission on May 9, 2019, pursuant to which the Company became a direct wholly owned subsidiary of Parent (the "Merger") on August 1, 2019 (the "Effective Time"). At the Effective Time, each issued and outstanding share of common stock of the Company was cancelled and converted into the right to receive $23.91 in cash (the "Merger Consideration") without interest and subject to applicable withholding taxes. |
| 2. Pursuant to the Merger Agreement, unless otherwise provided in an agreement between Parent and the holder therof, (i) each outstanding option to acquire shares of Company common stock (each, a ''Control4 Stock Option'') that was fully vested and exercisable immediately prior to the Effective Time (or would have become fully vested and exercisable by the terms of such Control4 Stock Option as a result of the transactions contemplated by the Merger Agreement) (each, a ''Vested Control4 Stock Option'') was, as of the Effective Time, cancelled and, in consideration thereof, the holder of such Vested Control4 Stock Option received an amount in cash equal to the product of (a) the excess, if any, of the Merger Consideration over the exercise price per share of such Control4 Stock Option, multiplied by (b) the total number of shares of Company common stock subject to the Control4 Stock Option, subject to applicable tax withholding (such amount, the ''Control4 Stock Option Consideration'') and |
| 3. (ii) each outstanding Control4 Stock Option that was not a Vested Control4 Stock Option (each, an ''Unvested Control4 Stock Option'') was, as of the Effective Time, cancelled and, in consideration thereof, the holder of such Unvested Control4 Stock Option received the Control4 Stock Option Consideration, subject to and conditioned on the same terms and conditions (including any terms and conditions relating to vesting and acceleration thereof, but excluding any terms and conditions related to exercise) as applicable to the Unvested Control4 Stock Option to which the Control4 Stock Option Consideration related, except as provided below with respect to Pre-2019 Control4 Equity Awards (as defined below). |
| 4. Pursuant to the Merger Agreement, unless otherwise provided in an agreement between Parent and the holder therof, (i) each outstanding Control4 restricted stock unit award (each, a ''Control4 RSU Award'') that was fully vested immediately prior to the Effective Time (or would have become fully vested by the terms of such Control4 RSU Award as a result of the transactions contemplated by the Merger Agreement, except for any Executive Bonus PSU Award (as defined below)) (each such Control4 RSU Award, a ''Vested Control4 RSU Award'') was, as of the Effective Time, cancelled and, in consideration thereof, the holder of such Vested Control4 RSU Award received an amount in cash equal to the Merger Consideration in respect of each share subject to such Control4 RSU Award, subject to applicable tax withholding (such amount, the ''Control4 RSU Award Consideration''), and |
| 5. (ii) each outstanding Control4 RSU Award that was not a Vested Control4 RSU Award (each such Control4 RSU, an ''Unvested Control4 RSU Award'') was, as of the Effective Time, cancelled and, in consideration thereof, the holder of such Unvested Control4 RSU Award received the Control4 RSU Award Consideration, subject to and conditioned on the same terms and conditions (including any terms and conditions relating to vesting and acceleration thereof) as applicable to the Unvested Control4 RSU Award to which such Control4 RSU Award Consideration related; provided, however, to the extent any Unvested Control4 RSU Award was subject to both time and performance-vesting conditions (including any Executive Bonus PSU Award), the applicable performance-vesting conditions were deemed to be satisfied at target level; provided, further, that subject to the terms described below with respect to 2019 Control4 RSU Awards, |
| 6. (as defined below) no Control4 RSU Award Consideration with respect to any Executive Bonus PSU Award will become payable prior to the first anniversary of the vesting commencement date applicable to such Executive Bonus PSU Award. ''Executive Bonus PSU Award'' means any Control4 RSU Award that (a) was granted in 2019, (b) is subject to both time- and performance-vesting conditions and (c) would otherwise fully vest in the ordinary course on the first anniversary of the vesting commencement date specified in the applicable award agreement granting such Control4 RSU Award. In addition, the parties have agreed that, unless otherwise provided in an agreement between Parent and the holder thereof, (i) to the extent that the full amount of Control4 Stock Option Consideration or Control4 RSU Award Consideration has not been paid with respect to an Unvested Control4 Stock Option or Unvested Control4 RSU Award, as applicable, in each case, that was granted prior to |
| 7. 2019 (such Unvested Control4 Stock Option or Unvested Control4 RSU Award, a ''Pre-2019 Control4 Equity Award'') and provided that the holder thereof has remained continuously employed with Parent or any of its affiliates through the date that is six months following the closing date of the Merger (the "Closing Date"), any then-unpaid Control4 Stock Option Consideration or Control4 RSU Award Consideration, as applicable, in respect of such Pre-2019 Control4 Equity Award will be paid to such holder thereof as soon as reasonably practicable following such date, and (ii) with respect to any Unvested Control4 RSU Award that was granted in 2019 (a ''2019 Control4 RSU Award''), provided that the holder has remained continuously employed with Parent or any of its affiliates through the date that is six months following the Closing Date and to the extent not previously paid, |
| 8. the portion of any Control4 RSU Award Consideration that is otherwise due to be paid in respect of such 2019 Control4 RSU Award on the first anniversary of the vesting commencement date of such 2019 Control4 RSU Award will become payable to the holder thereof upon the date that is six months following the Closing Date, and will be paid to such holder as soon as reasonably practicable following such date. In the event a holder's employment is terminated by Parent or any of its affiliates without Cause (as defined in Control4's 2003 Equity Plan or Control4's 2013 Stock Option and Incentive Plan (the ''2013 Plan'' and together with Control4's 2003 Equity Plan, the ''Control4 Stock Plans''), as applicable), all then-unpaid Control4 RSU Award Consideration or Control4 Stock Option Consideration in respect of such 2019 Control4 RSU Awards or Pre-2019 Control4 Equity Awards (as applicable) will be paid to such holder as soon as reasonably practicable following such termination. |
| /s/ Jonathan Tanner, Attorney-in-Fact | 08/01/2019 | |
| ** 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. | ||