0001209191-16-134365.txt : 20160729
0001209191-16-134365.hdr.sgml : 20160729
20160729092946
ACCESSION NUMBER: 0001209191-16-134365
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20160728
FILED AS OF DATE: 20160729
DATE AS OF CHANGE: 20160729
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: SCIQUEST INC
CENTRAL INDEX KEY: 0001082526
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
IRS NUMBER: 562127592
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 3020 CARRINGTON MILL BLVD.
STREET 2: SUITE 100
CITY: MORRISVILLE
STATE: NC
ZIP: 27560
BUSINESS PHONE: 919-659-2100
MAIL ADDRESS:
STREET 1: 3020 CARRINGTON MILL BLVD.
STREET 2: SUITE 100
CITY: MORRISVILLE
STATE: NC
ZIP: 27560
FORMER COMPANY:
FORMER CONFORMED NAME: SCIQUEST COM INC
DATE OF NAME CHANGE: 19990914
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GILLIS DANIEL F
CENTRAL INDEX KEY: 0001281116
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34875
FILM NUMBER: 161792252
MAIL ADDRESS:
STREET 1: 8511 COUNTRY CLUB DR
CITY: BETHESDA
STATE: MD
ZIP: 20817
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2016-07-28
1
0001082526
SCIQUEST INC
SQI
0001281116
GILLIS DANIEL F
3020 CARRINGTON MILL BLVD.
SUITE 100
MORRISVILLE
NC
27560
1
0
0
0
Common Stock
2016-07-28
4
D
0
142990
17.75
D
0
D
Stock Option (Right to Buy)
15.61
2016-07-28
4
D
0
13750
2.14
D
2021-06-02
Common Stock
13750
0
D
Restricted Stock Unit
2016-07-28
4
D
0
2330
D
Common Stock
2330
0
D
Restricted Stock Unit
2016-07-28
4
D
0
3010
D
Common Stock
3010
0
D
Restricted Stock Unit
2016-07-28
4
D
0
4170
D
Common Stock
4170
0
D
Restricted Stock Unit
2016-07-28
4
D
0
3169
D
Common Stock
3169
0
D
Restricted Stock Unit
2016-07-28
4
D
0
8481
D
Common Stock
8481
0
D
Disposed of pursuant to the Merger Agreement.
This option was granted on June 2, 2011 with respect to 13,750 shares of the Issuer's common stock, with the shares becoming fully exercisable as of June 2, 2012. Pursuant to the Merger Agreement, this option was cancelled in exchange for a cash payment of $29,425, which represents the product of (i) the aggregate number of shares of common stock subject to such vested portion of the option (13,750 shares) and (ii) the excess of the merger consideration of $17.75 per share over the exercise price of the option per share, with such cash payment subject to any required withholding of taxes.
The restricted stock units convert into the right to receive an amount in cash equal to the product of (i) the total number of shares subject to such restricted stock unit and (ii) the per share merger consideration, less applicable taxes required to be withheld with respect to such payment.
On April 25, 2012, the reporting person was granted 4,660 restricted stock units, vesting on April 25, 2013. Once vested, (i) 50% of the shares of common stock subject to this restricted stock unit were immediately issued and (ii) 50% of the shares subject to this restricted stock unit were to be issued upon the termination of the reporting person's service on the Board of Directors. Pursuant to the Merger Agreement, the remaining restricted stock units were cancelled in exchange for a cash payment of $41,357.50, which represents the product of (i) the aggregate number of remaining shares of common stock subject to such restricted stock units (2,330 shares) and (ii) the merger consideration of $17.75 per share, with such cash payment subject to any required withholding of taxes.
On April 24, 2013, the reporting person was granted 3,010 restricted stock units, vesting on April 24, 2014. Once vested the shares subject to this restricted stock unit were to be issued upon the termination of the reporting person's service on the Board of Directors. Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $53,427.50, which represents the product of (i) the aggregate number of shares of common stock subject to such restricted stock units (3,010 shares) and (ii) the merger consideration of $17.75 per share, with such cash payment subject to any required withholding of taxes.
On April 30, 2014, the reporting person was granted 4,170 restricted stock units, vesting on April 30, 2015. Once vested the shares subject to this restricted stock unit were to be issued upon the termination of the reporting person's service on the Board of Directors. Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $74,017.50, which represents the product of (i) the aggregate number of shares of common stock subject to such restricted stock units (4,170 shares) and (ii) the merger consideration of $17.75 per share, with such cash payment subject to any required withholding of taxes.
On April 29, 2015, the reporting person was granted 6,338 restricted stock units, vesting on April 29, 2016. Once vested, (i) 50% of the shares of common stock subject to this restricted stock unit were immediately issued and (ii) 50% of the shares subject to this restricted stock unit were to be issued upon the termination of the reporting person's service on the Board of Directors. Pursuant to the Merger Agreement, the remaining restricted stock units were cancelled in exchange for a cash payment of $56,249.75, which represents the product of (i) the aggregate number of remaining shares of common stock subject to such restricted stock units (3,169 shares) and (ii) the merger consideration of $17.75 per share, with such cash payment subject to any required withholding of taxes.
On April 27, 2016, the reporting person was granted 8,481 restricted stock units, vesting on April 27, 2017. As the restricted stock units were not vested on July 28, 2016, the time of the Merger, the restricted stock units have been cancelled and forfeited for no consideration pursuant to the Merger Agreement.
On July 28, 2016, the Issuer became a wholly owned subsidiary of SciQuest Parent, LLC (f/k/a AKKR Green Parent, LLC) pursuant to the merger (the "Merger") effected in connection with that certain Agreement and Plan of Merger, dated May 30, 2016, by and among the Issuer, SciQuest Parent, LLC and AKKR Green Merger Sub, Inc. (the "Merger Agreement").
/s/ Grant W. Collingsworth, attorney-in-fact for Daniel F. Gillis
2016-07-29
EX-24.4_668429
2
poa.txt
POA DOCUMENT
LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS
Know all by these present, that the undersigned, Daniel F. Gillis, hereby
makes, constitutes and appoints Jennifer G. Kaelin, Christopher Barbee, John
Lawlor, Grant W. Collingsworth and Seth K. Weiner, or any of them signing
singly, the undersigned's true and lawful attorney-in-fact, with full power and
authority as hereinafter described on behalf of and in the name, place and stead
of the undersigned to:
(1) prepare, execute, acknowledge, deliver and file a Form ID and Forms 3, 4,
and 5 (including any amendments thereto) with respect to the securities of
SciQuest, Inc., a Delaware corporation (the "Company"), with the United States
Securities and Exchange Commission, any national securities exchanges and the
Company, as considered necessary or advisable under Section 16(a) of the
Securities Exchange Act of 1934 and the rules and regulations promulgated
thereunder, as amended from time to time (the "Exchange Act");
(2) seek or obtain, as the undersigned's representative and on the undersigned's
behalf, information on transactions in the Company's securities from any third
party, including brokers, employee benefit plan administrators and trustees, and
the undersigned hereby authorizes any such person to release any such
information to the undersigned and approves and ratifies any such release of
information; and
(3) perform any and all other acts that in the discretion of such
attorney-in-fact are necessary or desirable for and on behalf of the undersigned
in connection with the foregoing.
The undersigned acknowledges that:
(1) this Power of Attorney authorizes, but does not require, such
attorney-in-fact to act in their discretion on information provided to such
attorney-in-fact without independent verification of such information;
(2) any documents prepared and/or executed by such attorney-in-fact on behalf of
the undersigned pursuant to this Power of Attorney will be in such form and will
contain such information and disclosure as such attorney-in-fact, in his or her
discretion, deems necessary or desirable;
(3) neither the Company nor such attorney-in-fact assumes (i) any liability for
the undersigned's responsibility to comply with the requirement of the Exchange
Act, (ii) any liability of the undersigned for any failure to comply with such
requirements, or (iii) any obligation or liability of the undersigned for profit
disgorgement under Section 16(b) of the Exchange Act; and
(4) this Power of Attorney does not relieve the undersigned from responsibility
for compliance with the undersigned's obligations under the Exchange Act,
including without limitation the reporting requirements under Section 16 of the
Exchange Act.
The undersigned hereby gives and grants the foregoing attorney-in-fact full
power and authority to do and perform all and every act and thing whatsoever
requisite, necessary or appropriate to be done in and about the foregoing
matters as fully to all intents and purposes as the undersigned might or could
do if present, hereby ratifying all that such attorney-in-fact of, for and on
behalf of the undersigned, shall lawfully do or cause to be done by virtue of
this Limited Power of Attorney.
This Power of Attorney shall remain in full force and effect until revoked by
the undersigned in a signed writing delivered to such attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 15th day of September, 2010
Signature: /s/ Daniel F. Gillis
Name: Daniel F. Gillis