0001209191-16-134371.txt : 20160729 0001209191-16-134371.hdr.sgml : 20160729 20160729093753 ACCESSION NUMBER: 0001209191-16-134371 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: Jamison Teresa CENTRAL INDEX KEY: 0001555453 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34875 FILM NUMBER: 161792280 MAIL ADDRESS: STREET 1: 6501 WESTON PARKWAY STREET 2: SUITE 200 CITY: CARY STATE: NC ZIP: 27513 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-07-28 1 0001082526 SCIQUEST INC SQI 0001555453 Jamison Teresa 3020 CARRINGTON MILL BLVD. SUITE 100 MORRISVILLE NC 27560 0 1 0 0 VP of Customer Operations Stock Option (Right to Buy) 14.91 2016-07-28 4 D 0 7500 2.84 D 2022-05-07 Common Stock 7500 0 D Stock Option (Right to Buy) 16.30 2016-07-28 4 D 0 26692 1.45 D 2023-02-06 Common Stock 26692 0 D Stock Option (Right to Buy) 25.01 2016-07-28 4 D 0 15034 0.00 D 2024-02-05 Common Stock 15034 0 D Restricted Stock Unit 2016-07-28 4 D 0 2875 D Common Stock 2875 0 D Restricted Stock Unit 2016-07-28 4 D 0 1949 D Common Stock 1949 0 D Restricted Stock Unit 2016-07-28 4 D 0 2422 D Common Stock 2422 0 D Performance-Based Restricted Stock Unit 2016-07-28 4 D 0 11550 D Common Stock 11550 0 D Restricted Stock Unit 2016-07-28 4 D 0 14000 D Common Stock 14000 0 D Performance-Based Restricted Stock Unit 2016-07-28 4 D 0 21154 D Common Stock 21154 0 D This option was granted on May 7, 2012, with 25% vesting on May 7, 2013 and the remainder vesting in 36 equal monthly installments, becoming fully exercisable as of May 7, 2016. Pursuant to the Merger Agreement, this option was cancelled in exchange for a cash payment of $21,300, which represents the product of (i) the aggregate number of shares of common stock subject to such vested portion of the option (7,500 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. This option was granted on February 6, 2013 with respect to 31,250 shares of the Issuer's common stock, with the shares vesting in 48 equal monthly installments thereafter until February 6, 2017. As of effective date of the Merger, the option was vested with respect to 26,692 shares and unvested with respect to 4,558 shares. The unvested options were cancelled and forfeited for no consideration pursuant to the Merger Agreement. Pursuant to the Merger Agreement, the vested portion of the option was cancelled in exchange for a cash payment of $38,703.40, which represents the product of (i) the aggregate number of shares of common stock subject to such vested portion of the option (26,692 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. This option was granted on February 5, 2014 with respect to 24,884 shares of the Issuer's common stock, with the shares vesting in 48 equal monthly installments thereafter until February 5, 2018. As of effective date of the Merger, the option was vested with respect to 15,034 shares and unvested with respect to 9,850 shares. The unvested options were cancelled and forfeited for no consideration pursuant to the Merger Agreement. Pursuant to the Merger Agreement, this option was cancelled and forfeited for no consideration, because the merger consideration of $17.75 per share did not exceed the exercise price of the option per share. 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 February 6, 2013, the reporting person was granted 3,834 restricted stock units, with the units vesting in four equal annual installments on each anniversary of the grant date until February 6, 2017. As of effective date of the Merger, 2,875 restricted stock units were vested and 959 restricted stock units were unvested. Pursuant to the Merger Agreement, the vested restricted stock units were cancelled in exchange for a cash payment of $51,031.25, which represents the product of (i) the aggregate number of shares of common stock subject to such vested restricted stock units (2,875 shares) and (ii) the merger consideration of $17.75 per share, with such cash payment subject to any required withholding of taxes. The unvested restricted stock units were cancelled and forfeited for no consideration pursuant to the Merger Agreement. On February 5, 2014, the reporting person was granted 3,898 restricted stock units, with the units vesting in four equal annual installments on each anniversary of the grant date until February 5, 2018. As of effective date of the Merger, 1,949 restricted stock units were vested and 1,949 restricted stock units were unvested. Pursuant to the Merger Agreement, the vested restricted stock units were cancelled in exchange for a cash payment of $34,594.75, which represents the product of (i) the aggregate number of shares of common stock subject to such vested restricted stock units (1,949 shares) and (ii) the merger consideration of $17.75 per share, with such cash payment subject to any required withholding of taxes. The unvested restricted stock units were cancelled and forfeited for no consideration pursuant to the Merger Agreement. On March 18, 2015, the reporting person was granted 9,690 restricted stock units, with the units vesting in four equal annual installments on each anniversary of the grant date until March 18, 2019. As of effective date of the Merger, 2,422 restricted stock units were vested and 7,268 restricted stock units were unvested. Pursuant to the Merger Agreement, the vested restricted stock units were cancelled in exchange for a cash payment of $42,990.50, which represents the product of (i) the aggregate number of shares of common stock subject to such vested restricted stock units (2,422 shares) and (ii) the merger consideration of $17.75 per share, with such cash payment subject to any required withholding of taxes. The unvested restricted stock units were cancelled and forfeited for no consideration pursuant to the Merger Agreement. The performance-based 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 performance-based restricted stock unit based on actual achievement of the applicable performance metrics through the day immediately preceding the effective date of the Merger and (ii) the per share merger consideration, less applicable taxes required to be withheld with respect to such payment. On March 18, 2015, the reporting person was granted 9,690 performance-based restricted stock units. Pursuant to the terms of the agreement governing the performance-based restricted stock, at the effective time of the Merger, 11,550 performance-based restricted stock units were immediately deemed earned based on achievement of performance metrics ("Earned Units"). Pursuant to the Merger Agreement, the Earned Units were cancelled in exchange for an aggregate cash payment of $205,021, subject to certain conditions and payable in accordance with the terms set forth in the agreement governing the performance-based restricted stock, which represents the product of (i) the aggregate number of shares of common stock subject to such Earned Units (11,550 shares) and (ii) the merger consideration of $17.75 per share, subject to required withholding of taxes. The unearned performance-based restricted stock units were cancelled and forfeited for no consideration pursuant to the Merger Agreement On February 18, 2016, the reporting person was granted 14,000 restricted stock units, with the units vesting in four equal annual installments on each anniversary of the grant date until February 18, 2020. 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 February 18, 2016, the reporting person was granted 14,000 performance-based restricted stock units. Pursuant to the terms of the agreement governing the performance-based restricted stock, at the effective time of the Merger, 21,154 performance-based restricted stock units were immediately deemed Earned Units. Pursuant to the Merger Agreement, the Earned Units were cancelled in exchange for an aggregate cash payment of $375,483, subject to certain conditions and payable in accordance with the terms set forth in the agreement governing the performance-based restricted stock, which represents the product of (i) the aggregate number of shares of common stock subject to such Earned Units (21,154 shares) and (ii) the merger consideration of $17.75 per share, subject to any required withholding of taxes. The unearned performance-based restricted stock units were 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 Teresa Jamison 2016-07-29 EX-24.4_668435 2 poa.txt POA DOCUMENT LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these present, that the undersigned, Teresa Jamison, 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 30th day of July, 2012 /s/ Teresa Jamison Name: Teresa Jamison