0001016125-19-000075.txt : 20190507 0001016125-19-000075.hdr.sgml : 20190507 20190507170800 ACCESSION NUMBER: 0001016125-19-000075 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: Phenicie John C CENTRAL INDEX KEY: 0001582994 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24347 FILM NUMBER: 19804096 MAIL ADDRESS: STREET 1: 7 OAK WALK CITY: MISSOURI CITY STATE: TX ZIP: 77459 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_155726326515097.xml FORM 4 X0306 4 2019-05-03 0 0001016125 ULTIMATE SOFTWARE GROUP INC ULTI 0001582994 Phenicie John C 7 OAK WALK MISSOURI CITY TX 77459 0 1 0 0 Senior VP, Workplace Sales Common Stock 2019-05-03 2019-05-03 4 D 0 44571 331.50 D 0 D 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 John C. Phenicie 2019-05-07