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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (Right to Buy) | $ 32.43 | 11/29/2016 | D | 46,293 | (3) | 10/15/2025 | Common Stock | 46,293 | (3) | 0 | D | ||||
Employee Stock Option (Right to Buy) | $ 21.73 | 11/29/2016 | D | 29,150 | (3) | 04/06/2026 | Common Stock | 29,150 | (3) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
RUSSO CYNTHIA A C/O CVENT INC 1765 GREENSBORO STATION PLACE,7TH FLOOR TYSONS CORNER, VA 22102 |
Chief Financial Officer |
/s/ Lawrence Samuelson, Attorney-in-Fact | 12/01/2016 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Consists entirely of unvested Restricted Stock Units ("Unvested RSUs"). Of these unvested RSUs, either (1) (a) 8181 Unvested RSUs will be cancelled in exchange for a cash payment of $36.00 per unit and (b) the remaining Unvested RSUs will vest pursuant to the existing vesting schedule contained in the Employment Agreement between the Reporting Person and the Issuer, dated September 3, 2015, and the Reporting Person will be entitled to receive a cash payment of $36.00 per unit on the applicable vesting dates; or (2) Pursuant to that certain Agreement and Plan of Merger, dated April 17, 2016, between the Issuer, Papay Holdco, LLC ("Parent") and Papay Merger Sub, Inc. |
(2) | (Continued from footnote 1) (the "Merger Agreement"), (x) the Unvested RSUs that were scheduled to vest before April 1, 2017 will be cancelled in the merger in exchange for a cash payment of $36.00 per unit; (y) the Unvested RSUs that were scheduled to vest between April 1, 2017 and December 31, 2017 will vest pursuant to their existing vesting schedules and will be entitled to receive a cash payment of $36.00 per unit on their applicable vesting dates; and (z) the Unvested RSUs that were schedule to vest on or after January 1, 2018 will vest on January 1, 2018 and will receive a cash payment of $36.00 per unit on such date. |
(3) | Pursuant to the Merger Agreement, this employee stock option was cancelled in exchange for a cash amount equal to the difference between $36.00 per share and the exercise price per share of the option, less applicable withholding taxes. This transaction was exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3 promulgated thereunder. |