| 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 Diligent Corp [ DIL.NZ ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 04/14/2016 | ||||||||||||||||||||||||||
| 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 | 04/14/2016 | A | 360,000(1)(2)(3) | D | $4.9 | 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) | $3.1 | 04/14/2016 | D | 240,000 | (4) | 09/08/2025 | Common Stock | 240,000 | $1.8 | 0 | D | ||||
| Explanation of Responses: |
| 1. The Issuer was acquired (the "Merger") pursuant to that certain Agreement and Plan of Merger, dated as of February 12, 2016 (the "Merger Agreement"), by and among the Issuer, Diamond Parent Holdings, Corp., Diamond Merger Sub I, Corp. , and Diamond Merger Sub II, Corp. All shares of the Issuer's common stock, par value $0.001 per share ("Common Stock"), held by the Reporting Person were exchanged for US$4.90 in cash per share of Common Stock. |
| 2. Includes 120,000 restricted stock units ("RSUs") that were cancelled in the Merger at the First Effective Time and converted into the right to receive an amount in cash equal to the product of (x) the number of Common Shares subject to such RSU immediately prior to the First Effective Time and (y) the merger consideration of $4.90 per Common Share. |
| 3. Includes 240,000 performance-based restricted stock units ("PSUs") that were cancelled in the Merger at the First Effective Time and converted into the right to receive an amount in cash equal to the product of (x) the number of Common Shares subject to such PSU and (y) the merger consideration of $4.90 per Common Share. |
| 4. These options were cancelled in the Merger at the First Effective Time in exchange for a cash payment of US$432,000 in the aggregate, representing the product of (x) the excess if any, of (A) $4.90 over (B) the per share exercise price of such option ($3.10 per share) and (y) the number of shares of Common Stock for which such option has not been previously exercised. |
| /s/ Jack Van Arsdale, Attorney-in-fact | 04/18/2016 | |
| ** 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. | ||
