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 DUCK CREEK TECHNOLOGIES, INC. [ DCT ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 02/02/2021 | ||||||||||||||||||||||||||
| 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, par value $0.01 per share | 02/02/2021 | A | 53,639 | A | (1) | 514,230 | D | |||
| Common Stock, par value $0.01 per share | 02/19/2021 | S(2) | 47,212 | D | $53.41(3) | 467,018 | D | |||
| Common Stock, par value $0.01 per share | 02/19/2021 | S(2) | 14,520 | D | $54.2(4) | 452,498 | D | |||
| Common Stock, par value $0.01 per share | 02/19/2021 | S(2) | 18,775 | D | $55.42(5) | 433,723 | D | |||
| Common Stock, par value $0.01 per share | 02/19/2021 | S(2) | 9,688 | D | $56.1(6) | 424,035 | D | |||
| Common Stock, par value $0.01 per share | 02/19/2021 | S(2) | 900 | D | $57.17(7) | 423,135 | D | |||
| Common Stock, par value $0.01 per share | 02/22/2021 | S(2) | 60,415 | D | $51.91(8) | 362,720 | D | |||
| Common Stock, par value $0.01 per share | 02/22/2021 | S(2) | 41,490 | D | $52.41(9) | 321,230 | 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 | ||||||||
| Option | $27 | 02/02/2021 | A | 7,782 | 02/02/2021 | 08/14/2030 | Common Stock, par value $0.01 per share | 7,782 | (10) | 70,040 | D | ||||
| Explanation of Responses: |
| 1. Represents vested restricted shares of Duck Creek Technologies, Inc. (the "Company") the reporting person acquired upon the satisfaction of a performance condition associated with previously awarded restricted share units in Disco Topco Holdings (Cayman) L.P. (the "Operating Partnership") that converted into unvested restricted shares in connection with the initial public offering, as described in the Registration Statement on Form S-1 (File No. 333-240050) (the "Registration Statement") of the Company pursuant to the Company's 2020 Omnibus Incentive Plan. |
| 2. The transaction was effected pursuant to a Rule 10b5-1 plan adopted on 11/13/2020. |
| 3. The reported price is a weighted average price (rounded to the nearest cent). These shares were sold in multiple transactions at prices ranging from $52.86 to $53.85, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 4. The reported price is a weighted average price (rounded to the nearest cent). These shares were sold in multiple transactions at prices ranging from $53.86 to $54.82, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 5. The reported price is a weighted average price (rounded to the nearest cent). These shares were sold in multiple transactions at prices ranging from $54.88 to $55.82, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 6. The reported price is a weighted average price (rounded to the nearest cent). These shares were sold in multiple transactions at prices ranging from $55.89 to $56.60, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 7. The reported price is a weighted average price (rounded to the nearest cent). These shares were sold in multiple transactions at prices ranging from $57.15 to $57.26, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 8. The reported price is a weighted average price (rounded to the nearest cent). These shares were sold in multiple transactions at prices ranging from $51.16 to $52.15, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 9. The reported price is a weighted average price (rounded to the nearest cent). These shares were sold in multiple transactions at prices ranging from $52.16 to $52.97, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 10. Represents vested options of the Company the reporting person acquired upon the satisfaction of a performance condition associated with previously awarded options to acquire Class D Units in the Operating Partnership that converted into unvested options to acquire shares of common stock of the Company in connection with the initial public offering, as described in the Registration Statement of the Company pursuant to the Company's 2020 Omnibus Incentive Plan. |
| Remarks: |
| /s/ Christopher R. Stone as Attorney-in-Fact | 02/23/2021 | |
| ** 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. | ||