0001179110-15-011115.txt : 20150710 0001179110-15-011115.hdr.sgml : 20150710 20150710192543 ACCESSION NUMBER: 0001179110-15-011115 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: Martens Ryan A CENTRAL INDEX KEY: 0001573544 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35868 FILM NUMBER: 15984557 MAIL ADDRESS: STREET 1: 3333 WALNUT STREET CITY: BOULDER STATE: CO ZIP: 80301 4 1 edgar.xml FORM 4 - X0306 4 2015-07-08 1 0001313911 Rally Software Development Corp RALY 0001573544 Martens Ryan A 3333 WALNUT STREET BOULDER CO 80301 0 1 0 0 Chief Technology Officer Common Stock 2015-06-29 5 G 0 E 15000 0 D 568562 D Common Stock 2015-07-08 4 U 0 521752 19.50 D 46810 D Common Stock 2015-07-08 4 D 0 46075 19.50 D 735 D Common Stock 2015-07-08 4 D 0 735 19.50 D 0 D Common Stock 2015-07-08 4 U 0 11200 19.50 D 0 I Custodian for son Stock Option (right to buy) .775 2015-07-08 4 D 0 30000 D 2019-02-23 Common Stock 30000 0 D Stock Option (right to buy) 5.475 2015-07-08 4 D 0 50000 D 2021-07-31 Common Stock 50000 0 D Stock Option (right to buy) 13.38 2015-07-08 4 D 0 20700 D 2024-03-30 Common Stock 20700 0 D Stock Option (right to buy) 15.54 2015-07-08 4 D 0 28000 D 2025-03-31 Common Stock 28000 0 D Per the terms of the Acquisition Agreement, dated 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 outstanding as of immediately prior to the Effective Time (as defined in the Agreement) was cancelled and converted to the right to receive cash in an amount equal to $19.50 per share, without interest and less any required withholding taxes. Disposed of pursuant to the Agreement in which the Issuer's common stockholders, as of the Effective Time were entitled to receive the merger consideration of $19.50 per share in cash, without interest and less any required withholding taxes. Per the terms of the Agreement, each stock option that was outstanding 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, 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