0001179110-15-011119.txt : 20150710 0001179110-15-011119.hdr.sgml : 20150710 20150710192804 ACCESSION NUMBER: 0001179110-15-011119 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: Miller Timothy A. CENTRAL INDEX KEY: 0001573857 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35868 FILM NUMBER: 15984559 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 0001573857 Miller Timothy A. 3333 WALNUT STREET BOULDER CO 80301 1 1 0 0 President and CEO Common Stock 2015-07-08 4 U 0 508470 19.50 D 104891 D Common Stock 2015-07-08 4 D 0 1141 19.50 D 103750 D Common Stock 2015-07-08 4 D 0 103750 19.50 D 0 D Common Stock 2015-07-08 4 U 0 30410 D 0 I By Spouse Stock Option (right to buy) 5.475 2015-07-08 4 D 0 336776 D 2021-07-31 Common Stock 336776 0 D Stock Option (right to buy) 13.38 2015-07-08 4 D 0 137000 D 2024-03-30 Common Stock 137000 0 D Stock Option (right to buy) 15.54 2015-07-08 4 D 0 135000 D 2025-03-31 Common Stock 135000 0 D Includes 1,200 shares acquired under the Issuer's 2013 Employee Stock Purchase Plan on June 15, 2015. 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. Includes 1,141 shares acquired under the Issuer's 2013 Employee Stock Purchase Plan on July 2, 2015. Disposed of pursuant to the Agreement in which the Issuer's common stockholders, as of the Effective Time (as defined in the Agreement) 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 restricted stock unit award ("RSU") as of immediately prior to the Effective Time was cancelled and converted into the right to receive cash in an amount equal to $19.50 per share, without interest and less any required withholding taxes, provided that any portion of such amount payable with respect to unvested RSUs that were not accelerated in connection with the Closing (as defined in the Agreement) is payable on the 12 month anniversary of the Closing subject to the Reporting Person's continued employment through such date. Per the terms of the Agreement, the unexercised portion of the stock option 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 option immediately prior to the Closing 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, provided that any portion of such amount payable with respect to unvested stock options that were not accelerated in connection with the Closing is payable on the 12 month anniversary of the Closing subject to the Reporting Person's continued employment through such date. /s/ David A. Huberman, Attorney-in-Fact 2015-07-10