0000899243-16-034746.txt : 20161201 0000899243-16-034746.hdr.sgml : 20161201 20161201204029 ACCESSION NUMBER: 0000899243-16-034746 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161129 FILED AS OF DATE: 20161201 DATE AS OF CHANGE: 20161201 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CVENT INC CENTRAL INDEX KEY: 0001122897 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 541954458 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1765 GREENSBORO STATION PLACE STREET 2: 7TH FLOOR CITY: TYSONS CORNER STATE: VA ZIP: 22102 BUSINESS PHONE: 703-226-3500 MAIL ADDRESS: STREET 1: 1765 GREENSBORO STATION PLACE STREET 2: 7TH FLOOR CITY: TYSONS CORNER STATE: VA ZIP: 22102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sye Dwayne J. CENTRAL INDEX KEY: 0001583999 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36043 FILM NUMBER: 162029645 MAIL ADDRESS: STREET 1: 1765 GREENSBORO STATION PLACE STREET 2: 7TH FLOOR CITY: TYSONS CORNER STATE: VA ZIP: 22102 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-11-29 1 0001122897 CVENT INC CVT 0001583999 Sye Dwayne J. C/O CVENT INC 1765 GREENSBORO STATION PLACE,7TH FLOOR TYSONS CORNER VA 22102 0 1 0 0 Chief Information Officer Common Stock 2016-11-29 4 J 0 27778 36.00 D 544925 D Common Stock 2016-11-29 4 D 0 544925 D 0 D Employee Stock Option (Right to Buy) 1.80 2016-11-29 4 J 0 27778 D 2021-03-11 Common Stock 27778 2275 D Employee Stock Option (Right to Buy) 1.80 2016-11-29 4 D 0 2275 D 2021-03-11 Common Stock 2275 0 D Employee Stock Option (Right to Buy) 27.84 2016-11-29 4 D 0 46189 D 2024-12-31 Common Stock 46189 0 D Employee Stock Option (Right to Buy) 32.43 2016-11-29 4 D 0 15973 D 2025-10-15 Common Stock 15973 0 D Employee Stock Option (Right to Buy) 21.73 2016-11-29 4 D 0 26907 D 2026-04-06 Common Stock 26907 0 D Pursuant to a Rollover Contribution Agreement ("Rollover Contribution Agreement"), by and between Papay Holdco, LLC ("Parent") and the Reporting Person, the Reporting Person contributed these shares of common stock to Parent in exchange for a number of Parent's limited partnership interests calculated pursuant to the Rollover Contribution Agreement, effective as of the Effective Time (as defined in the Merger Agreement), at a value of $36.00 per share. This transaction was exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3 promulgated thereunder. Includes 34,145 unvested Restricted Stock Units ("Unvested RSUs"). Pursuant to that certain Agreement and Plan of Merger, dated April 17, 2016, between the Issuer, Parent and Papay Merger Sub, Inc. (the "Merger Agreement"), of these Unvested RSUs, (x) the Unvested RSUs that were scheduled to vest before April 1, 2017 were cancelled in the merger in exchange for a cash payment of $36.00 per unit; (y) the Unvested RSUs that were scheduled to vest between April 1, 2017 and December 31, 2017 will vest pursuant to their existing vesting schedules and will be entitled to receive a cash payment of $36.00 per unit on their applicable vesting dates; and (z) the Unvested RSUs that were schedule to vest on or after January 1, 2018 will vest on January 1, 2018 and will receive a cash payment of $36.00 per unit on such date. These transactions were exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3 promulgated thereunder. The common stock was disposed of pursuant to the Merger Agreement in exchange for a cash payment of $36.00 per share. This transaction was exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3 promulgated thereunder. Pursuant to an Option Rollover Agreement ("Option Rollover Agreement"), by and between Issuer, Parent and the Reporting Person, the Reporting Person contributed this employee stock option to Parent in exchange for a number of Parent's limited partnership interest calculated pursuant to the Option Rollover Agreement, effective as of the Effective Time, valued at the difference between $36.00 per share and the exercise price per share of the option. This transaction was exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3 promulgated thereunder. Pursuant to the Merger Agreement, this employee stock option was cancelled in exchange for a cash amount equal to the difference between $36.00 per share and the exercise price per share of the option, less applicable withholding taxes. This transaction was exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3 promulgated thereunder. /s/ Lawrence Samuelson, Attorney-in-Fact 2016-12-01