SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HOWARD RUDY

(Last)

(First)

(Middle)

3020 CARRINGTON MILL BLVD.

SUITE 100

(Street)

MORRISVILLE

27560

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SCIQUEST INC [ SQI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/18/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽¹⁾	03/18/2015		A		17,889		⁽²⁾	⁽³⁾	Common Stock	17,889	$0.00	32,505	D
Performance-Based Restricted Stock Unit	⁽⁴⁾	03/18/2015		A		17,889⁽⁵⁾		03/18/2018	⁽⁶⁾	Common Stock	17,889⁽⁵⁾	$0.00	17,889⁽⁵⁾	D

Explanation of Responses:

1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of common stock upon vesting without consideration.

2. The RSUs were granted on March 18, 2015 and vest in four equal installments on each anniversary of the grant date until March 18, 2019.

3. Shares of common stock will be issuable with respect to the RSUs upon the earlier to occur of the fifth anniversary of the grant date and a change of control of the Company.

4. Each Performance-Based Restricted Stock Unit ("PSU") represents a contingent right to receive shares of common stock upon vesting without consideration based on the performance of the Company's common stock as compared to the Russell 2000 Index (the "Index").

5. The target number of shares issuable pursuant to the PSUs is 17,889, with the actual number of shares issuable being variable based on the over- or under-performance of the Company's stock price compared to the Index during the three-year period following the grant date. If the Company's common stock under-performs the Index, the number of shares issuable pursuant to the PSUs will be reduced from the target number of shares at a rate of 2 to 1 (two-percentage point reduction in target shares for each percentage point of under-performance). If the Company's common stock outperforms the Index, the number of shares issuable pursuant to the PSUs will be increased from the target shares at a rate of 2 to 1 (two-percentage point increase in the number of target shares for each percentage point of over-performance), up to 200% of the target shares.

6. The shares subject to the PSUs are to be issued within 30 days following vesting.

Remarks:

	/s/ Grant W. Collingsworth, attorney-in-fact for Rudy C. Howard	03/20/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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