| 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 DATTO HOLDING CORP. [ MSP ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/23/2022 | ||||||||||||||||||||||||||
| 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 | 06/23/2022 | D(1)(2)(3) | 100,000 | D | $35.5(4) | 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 | ||||||||
| Explanation of Responses: |
| 1. Pursuant to the Agreement and Plan of Merger, dated April 11, 2022, by and among Knockout Parent Inc., Knockout Merger Sub Inc., the Issuer, and, for certain limited purposes set forth in the Merger Agreement, Kaseya Holdings Inc. and Kaseya Inc. (the "Merger Agreement"), each share of the Issuer's common stock ("Common Stock") was canceled and converted into the right to receive $35.50 per share in cash without interest, subject to required withholding taxes. |
| 2. Pursuant to the Merger Agreement, as of June 23, 2022 (the "Effective Time"), each restricted stock unit of the Issuer (an "RSU") that is unexpired, unexercised, outstanding and vested as of immediately prior to the Effective Time or that vested in accordance with its terms as a result of the consummation of the merger and other transactions contemplated by the Merger Agreement (a "Vested RSU") was canceled and converted into the right to receive an amount in cash equal to the product of (i) $35.50 and (ii) the total number of shares of Common Stock subject to such Vested RSUs as of immediately prior to the Effective Time. |
| 3. Pursuant to the Merger Agreement, RSUs that were outstanding as of immediately prior to the Effective Time that were not Vested RSUs ("Unvested RSUs") were, at the Effective Time, canceled and converted into the right to receive an amount in cash equal to the product of (i) $35.50 and (ii) the total number of shares of Common Stock subject to such Unvested RSUs (the "Cash Replacement RSU Amounts"), which Cash Replacement RSU Amounts will be paid at the same time that the Unvested RSUs would have vested pursuant to their terms. |
| 4. Represents RSUs granted to the Reporting Person on April 8, 2022. On June 21, 2022, 6,250 RSUs vested as the applicable RSU agreement was amended to provide for their accelerated vesting. The remaining RSUs, of which 18,750 RSUs will vest on February 9, 2023, and an additional 6.25% will vest quarterly thereafter. At the Effective Time, the 6,250 Vested RSUs were canceled in exchange for a cash payment representing $35.50 for each outstanding Vested RSU. The remaining 93,750 Unvested RSUs were canceled and converted into the right to receive a cash payment which represents $35.50 for each outstanding Unvested RSU, which will vest and be payable at the same time as the Unvested RSUs for which such cash amount was exchanged. |
| Remarks: |
| /s/ Adam Collicelli, by Power of Attorney | 06/27/2022 | |
| ** 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. | ||
