0000899243-16-034757.txt : 20161201 0000899243-16-034757.hdr.sgml : 20161201 20161201204630 ACCESSION NUMBER: 0000899243-16-034757 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: Ghoorah Charles V. CENTRAL INDEX KEY: 0001583826 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36043 FILM NUMBER: 162029654 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 0001583826 Ghoorah Charles V. C/O CVENT INC 1765 GREENSBORO STATION PLACE,7TH FLOOR TYSONS CORNER VA 22102 0 1 0 0 President of Sales & Marketing Common Stock 2016-11-29 4 D 0 215784 D 0 D Common Stock 2016-11-29 4 J 0 13888 36.00 D 99612 I See Footnote Common Stock 2016-11-29 4 D 0 99612 D 0 I See Footnote Common Stock 2016-11-29 4 J 0 97222 36.00 D 808153 I See Footnote Common Stock 2016-11-29 4 D 0 808153 D 0 I See Footnote Employee Stock Option (Right to Buy) 1.80 2016-11-29 4 D 0 37381 D 2021-03-11 Common Stock 37381 0 D Employee Stock Option (Right to Buy) 27.84 2016-11-29 4 D 0 76982 D 2024-12-31 Common Stock 76982 0 D Employee Stock Option (Right to Buy) 32.43 2016-11-29 4 D 0 26622 D 2025-10-15 Common Stock 26622 0 D Employee Stock Option (Right to Buy) 21.73 2016-11-29 4 D 0 88794 D 2026-04-06 Common Stock 88794 0 D Includes 75,699 unvested Restricted Stock Units ("Unvested RSUs"). Pursuant to that certain Agreement and Plan of Merger, dated April 17, 2016, between the Issuer, Papay Holdco, LLC ("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 a Rollover Contribution Agreement ("Rollover Contribution Agreement"), by and between Parent and the Charles V. Ghoorah Irrevocable Trust (2013), the Charles V. Ghoorah Irrevocable Trust (2013) 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. The shares were held directly by Charles V. Ghoorah Irrevocable Trust (2013), for which the Reporting Person serves as trustee. The Reporting Person disclaims beneficial ownership of the shares held by said Trust, and this report should not be deemed an admission that the Reporting Person was the beneficial owner of said Trust's shares for purposes of Section 16 or for any other purpose. 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 a Rollover Contribution Agreement, by and between Parent and the Charles Vijendra Ghoorah Irrevocable Trust (2013), the Charles Vijendra Ghoorah Irrevocable Trust (2013) 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, 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. The shares were held directly by the Charles Vijendra Ghoorah Irrevocable Trust (2013), for which the Reporting Person serves as trustee. 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