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