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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 | ||||||||
Stock Option (Right to Buy) | $ 9.85 | 06/19/2018 | D | 60,000 | (20) | 01/30/2021 | Common Stock | 60,000 | (21) | 0 | D | ||||
Stock Option (Right to Buy) | $ 15.25 | 06/19/2018 | D | 7,500 | (20) | 06/18/2022 | Common Stock | 7,500 | (21) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BONNIE SHELBY W C/O RPX CORPORATION ONE MARKET PLAZA, STEUART TWR, STE 1100 SAN FRANCISCO, CA 94105 |
X |
Martin Roberts, Attorney-in-Fact for Shelby W. Bonnie | 06/19/2018 | |
**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) | Issuer entered into an Agreement and Plan of Merger, dated April 30, 2018 (the "Merger Agreement"), by and among the Issuer, Riptide Parent, LLC ("Parent"), and Riptide Purchaser, Inc., a wholly owned subsidiary of Parent ("Purchaser"). Parent and Purchaser are beneficially owned by affiliates of HGGC, LLC. Pursuant to the Merger Agreement and the tender offer commenced in connection therewith, each share of Issuer common stock held by the Reporting Person was tendered for $10.50 per share in cash (the "Offer Price"), without interest and subject to any required withholding of taxes. Pursuant to the Merger Agreement, on June 19, 2018, Purchaser was merged with and into the Issuer (the "Merger"), with the Issuer being the surviving corporation and becoming a wholly owned subsidiary of Parent. |
(2) | Shares held by Merlin Investments LLC. Mr. Shelby disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
(3) | Shares held by Mason Bonnie Descendants Trust I. |
(4) | Shares held by Mason Bonnie Descendants Trust II. |
(5) | Shares held by Virginia Ayer Bonnie Descendants Trust I. |
(6) | Shares held by Virginia Ayer Bonnie Descendants Trust II. |
(7) | Shares held by Henry Bonnie Descendants Trust I. |
(8) | Shares held by Henry Bonnie Descendants Trust II. |
(9) | Shares held by GST Exempt Descendants Trust II FBO Mason Bonnie. |
(10) | Shares held by GST Exempt Descendants Trust II FBO Virginia Bonnie. |
(11) | Shares held by GST Exempt Descendants Trust II FBO Henry Bonnie. |
(12) | Shares held by MHV Partners LLC. |
(13) | Shares held by Cornelia Bonnie Revocable Trust, of which reporting person is a beneficiary. |
(14) | Shares held by Edward Bonnie Revocable Trust, of which reporting person is a beneficiary. |
(15) | Shares held by Shelby Bonnie Trust DTD 12/20/1968, of which reporting person is a beneficiary. |
(16) | Shares held by Shelby Bonnie Trust DTD 3/27/1959, of which reporting person is a beneficiary. |
(17) | Shares held by Shelby Bonnie Trust DTD 10/20/1964, of which reporting person is a beneficiary. |
(18) | Shares held by Cornelia Bonnie Trust DTD 11/10/1970, of which reporting person is a beneficiary. |
(19) | Shares held by Edward Bonnie Trust DTD 8/15/1966, of which reporting person is a co-trustee and beneficiary. |
(20) | The outstanding stock options subject to the grant are fully vested and exercisable. |
(21) | Upon or in connection with the Merger, this option was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the excess, if any, of the Offer Price over the applicable per-share exercise price of such cancelled option, multiplied by (ii) the total number of shares of Issuer's common stock underlying such option, less any required withholding taxes, provided, that, if the per-share exercise price of any such option was equal to or greater than the Offer Price, such option was cancelled for no consideration. |