CDK Global (CDK) Form 4 CDK Global / Lee J. Brunz 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^*

Brunz Lee J.

(Last) (First) (Middle)

1950 HASSELL ROAD

(Street)

HOFFMAN ESTATES IL 60169-6308

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CDK Global, Inc. [ CDK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, GC & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
07/06/2022

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	07/06/2022		A		51,257(1)	A	(1)	138,440	D
Common Stock	07/06/2022		D		138,440	D	(2)	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
Option (right to buy)	$21.72	07/06/2022		D			2,757	(3)	(3)	Common Stock	2,757	(3)	0	D
Option (right to buy)	$28.763	07/06/2022		D			3,860	(3)	(3)	Common Stock	3,860	(3)	0	D
Option (right to buy)	$43.54	07/06/2022		D			8,357	(3)	(3)	Common Stock	8,357	(3)	0	D
Option (right to buy)	$50.8	07/06/2022		D			9,562	(3)	(3)	Common Stock	9,562	(3)	0	D
Option (right to buy)	$58.75	07/06/2022		D			17,266	(3)	(3)	Common Stock	17,266	(3)	0	D

Explanation of Responses:

1. Represents shares of common stock, par value $0.01 per share (each, a "Share"), of CDK Global, Inc. (the "Company") that are subject to performance-based restricted stock units ("PSUs"). Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), among the Company, Central Parent LLC ("Parent") and Central Merger Sub Inc. ("Merger Sub"), on July 6, 2022 (the "Closing Date"), Merger Sub merged with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent (the "Merger"), and each PSU outstanding immediately prior to the consummation of the Merger became fully vested at the greater of the target and actual performance measured through the Closing Date (with the performance in respect of any fiscal year commencing after the 2022 fiscal year being at target performance), and was canceled and converted into the right to receive, for each Share subject to such then-vested PSU, $54.87 in cash without interest.

2. Pursuant to the Merger Agreement, at the effective time of the Merger, each Share was canceled and converted into the right to receive $54.87 in cash without interest.

3. Pursuant to the Merger Agreement, each option outstanding immediately prior to the consummation of the Merger, whether then unvested or vested, by virtue of the Merger and without any action by the holder, was canceled and converted into only the right to receive an amount in cash, without interest, equal to the product of (x) the number of Shares issuable under such option and (y) the excess, if any, of (i) $54.87 over (ii) the exercise price payable in respect of each Share issuable under such option (the "Option Consideration"); provided, however, that the Option Consideration for each option with an exercise price equal to or greater than $54.87 was $0.

	/s/ Lee J. Brunz	07/06/2022
	** Signature of Reporting Person	Date
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