0001016125-19-000071.txt : 20190507 0001016125-19-000071.hdr.sgml : 20190507 20190507170603 ACCESSION NUMBER: 0001016125-19-000071 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190503 FILED AS OF DATE: 20190507 DATE AS OF CHANGE: 20190507 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WILBER RICK CENTRAL INDEX KEY: 0001249673 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24347 FILM NUMBER: 19804063 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ULTIMATE SOFTWARE GROUP INC CENTRAL INDEX KEY: 0001016125 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 650694077 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ULTIMATE SOFTWARE GROUP INC STREET 2: 2000 ULTIMATE WAY CITY: WESTON STATE: FL ZIP: 33326 BUSINESS PHONE: 9542661000 MAIL ADDRESS: STREET 1: ULTIMATE SOFTWARE GROUP INC STREET 2: 2000 ULTIMATE WAY CITY: WESTON STATE: FL ZIP: 33326 4 1 wf-form4_155726314886192.xml FORM 4 X0306 4 2019-05-03 0 0001016125 ULTIMATE SOFTWARE GROUP INC ULTI 0001249673 WILBER RICK 2000 ULTIMATE WAY WESTON FL 33326 1 0 0 0 Common Stock 2019-05-03 5 G 0 E 30133 0 D 141548 D Common Stock 2019-05-03 2019-05-03 4 D 0 30133 331.50 D 0 D Common Stock 2019-05-03 2019-05-03 4 D 0 111415 331.50 D 0 D On March 4, 2019, the reporting person contributed 30,133 shares of common stock of The Ultimate Software Group, Inc. (the "Company") to a charitable remainder annuity trust of which the reporting person is a co-trustee and of which the reporting person and his wife are beneficiaries. The reporting person continues to report beneficial ownership of all of the Company common stock held by the trust but disclaims beneficial ownership except to the extent of his and his wife's pecuniary interest therein. These shares were previously reported in Table I of Form 4 as restricted stock awards. Pursuant to the Merger Agreement (as defined below), at the Effective Time (as defined below), each outstanding restricted stock award became fully vested and was cancelled and converted into the right to receive the Merger Consideration (as defined below) without interest and subject to applicable withholding taxes. This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of February 3, 2019, by and among The Ultimate Software Group, Inc. (the "Company"), Unite Parent Corp. ("Parent") and Unite Merger Sub Corp. ("Merger Sub"), a copy of which is filed as Exhibit 2.1 to the Company's Form 8-K filed with the Securities and Exchange Commission (the "SEC") on February 4, 2019, pursuant to which the Company became an indirect wholly owned subsidiary of Parent (the "Merger") on May 3, 2019 (the "Effective Time"). At the Effective Time, each issued and outstanding share of common stock of the Company was cancelled and converted into the right to receive $331.50 in cash (the "Merger Consideration") without interest and subject to applicable withholding taxes. Felicia Alvaro by Power of Attorney for Rick Wilber 2019-05-07