0001179110-15-011094.txt : 20150710 0001179110-15-011094.hdr.sgml : 20150710 20150710165327 ACCESSION NUMBER: 0001179110-15-011094 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150708 FILED AS OF DATE: 20150710 DATE AS OF CHANGE: 20150710 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Rally Software Development Corp CENTRAL INDEX KEY: 0001313911 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 841597294 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 3333 WALNUT STREET CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: 303-565-2800 MAIL ADDRESS: STREET 1: 3333 WALNUT STREET CITY: BOULDER STATE: CO ZIP: 80301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Carges Mark T CENTRAL INDEX KEY: 0001303935 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35868 FILM NUMBER: 15984139 MAIL ADDRESS: STREET 1: EBAY INC. STREET 2: 2145 HAMILTON AVENUE CITY: SAN JOSE STATE: CA ZIP: 95125 4 1 edgar.xml FORM 4 - X0306 4 2015-07-08 1 0001313911 Rally Software Development Corp RALY 0001303935 Carges Mark T C/O RALLY SOFTWARE DEVELOPMENT CORP. 3333 WALNUT STREET BOULDER CO 80301 1 0 0 0 Common Stock 2014-07-07 5 G 0 E 2000 0 D 2000 D Common Stock 2014-07-07 5 G 0 E 2000 0 A 17210 I The Mark Carges and Carol Timko Carges Revocable Trust uad 03/21/2009 Common Stock 2015-07-08 4 U 0 17210 19.50 D 0 I The Mark Carges and Carol Timko Carges Revocable Trust uad 03/21/2009 Common Stock 2015-07-08 4 D 0 2000 19.50 D 0 D Stock Option (right to buy) 10.49 2015-07-08 4 D 0 3500 D 2024-06-18 Common Stock 3500 0 D Stock Option (right to buy) 5.925 2015-07-08 4 D 0 46120 D 2021-11-16 Common Stock 46120 0 D Per the terms of the Acquisition Agreement, dated as of May 27, 2015, among the Issuer, CA, Inc., a Delaware corporation, and Grand Prix Acquisition Corp., a Delaware corporation (the "Agreement"), and the Offer (as defined in the Agreement), each share of Issuer common stock was tendered for $19.50 per share in cash, without interest and less any required withholding taxes. Per the terms of the Agreement, each restricted stock unit award that was vested but not released as of immediately prior to the Effective Time (as defined in the Agreement) was cancelled and converted into the right to receive cash in amount equal to $19.50 per share, without interest and less any required withholding taxes. Per the terms of the Agreement, each stock option that was outstanding and vested but unexercised as of immediately prior to the Effective Time was cancelled and converted into the right to receive cash in an amount equal to (i) the total number of shares subject to each such vested option immediately prior to the Closing (as defined in the Agreement) multiplied by (ii) the excess, if any, of (x) $19.50 per share in cash, over (y) the exercise price payable per share under each such stock option, without interest and less any required withholding taxes. /s/ David A. Huberman, Attorney-in-Fact 2015-07-10