Sailpoint Technologies Form 4 Sailpoint Technologies / James Cameron McMartin 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^*

McMartin James Cameron

(Last) (First) (Middle)

C/O SAILPOINT TECHNOLOGIES HOLDINGS, INC

11120 FOUR POINTS DRIVE, SUITE 100

(Street)

AUSTIN TX 78726

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Sailpoint Technologies Holdings, Inc. [ SAIL ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/16/2022

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	08/16/2022		D(1)		48,506	D	$0(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)	$12	08/16/2022		D(2)			47,917	(2)(3)	11/16/2027	Common Stock	47,917	$0(2)	0	D
Stock Option (right to buy)	$29.91	08/16/2022		D(2)			56,823	(2)(4)	02/07/2029	Common Stock	56,823	$0(2)	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated April 10, 2022 (the Merger Agreement), by and among SailPoint Technologies Holdings, Inc. (Issuer), SailPoint Intermediate Holdings III, LP (f/k/a Project Hotel California Holdings, LP) (Parent) and Project Hotel California Merger Sub, Inc. (Merger Sub), on August 16, 2022, Merger Sub merged with and into Issuer, with Issuer surviving the merger as a wholly-owned subsidiary of Parent (such merger and the other transactions contemplated by the Merger Agreement, the Merger). At the effective time of the Merger, each then outstanding share of Issuer common stock was cancelled and extinguished and automatically converted into the right to receive an amount in cash equal to $65.25, without interest thereon and less any applicable withholding taxes.

2. Each option to purchase shares of Issuer common stock (Option) that was vested and outstanding immediately prior to the Effective Time (Vested Option) was automatically cancelled and converted into the right to receive an amount in cash, without interest, equal to (x) the difference between $65.25 and the per share exercise price of such Vested Option, multiplied by (y) the total number of shares underlying such Vested Option, subject to any required withholding of taxes. Each Option that was outstanding but unvested immediately prior to the Effective Time (Unvested Option) was automatically converted into the contingent right to receive an amount in cash, without interest, equal to (x) the difference between $65.25 and the per share exercise price of such Unvested Option multiplied by (y) the total number of shares underlying such Unvested Option, in each case subject to the same terms and conditions that applied to the Unvested Option immediately prior to the Effective Time.

3. This Option was granted on November 16, 2017. 25% vested on the first anniversary of the date of grant and then 1/48th vests each month thereafter, such that 100% of the award will be vested on the fourth anniversary of the date of grant.

4. This Option was granted on February 7, 2019. 25% vested on the first anniversary of the date of grant and then 1/48th vests each month thereafter, such that 100% of the award will be vested on the fourth anniversary of the date of grant.

Remarks:

	/s/ Ryan Clyde, attorney-in-fact	08/16/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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