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