0001340127-19-000194.txt : 20191226
0001340127-19-000194.hdr.sgml : 20191226
20191226063244
ACCESSION NUMBER: 0001340127-19-000194
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20191224
FILED AS OF DATE: 20191226
DATE AS OF CHANGE: 20191226
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HUDSON CASSANDRA
CENTRAL INDEX KEY: 0001623950
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35264
FILM NUMBER: 191308220
MAIL ADDRESS:
STREET 1: C/O CARBONITE, INC.
STREET 2: 2 AVENUE DE LAFAYETTE
CITY: BOSTON
STATE: MA
ZIP: 02111
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Carbonite Inc
CENTRAL INDEX KEY: 0001340127
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374]
IRS NUMBER: 331111329
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: TWO AVENUE DE LAFAYETTE
CITY: BOSTON
STATE: MA
ZIP: 02111
BUSINESS PHONE: 6175871140
MAIL ADDRESS:
STREET 1: TWO AVENUE DE LAFAYETTE
CITY: BOSTON
STATE: MA
ZIP: 02111
4
1
wf-form4_157735994601485.xml
FORM 4
X0306
4
2019-12-24
1
0001340127
Carbonite Inc
CARB
0001623950
HUDSON CASSANDRA
C/O CARBONITE, INC.
TWO AVENUE DE LAFAYETTE
BOSTON
MA
02111
0
1
0
0
Chief Accounting Officer
Common Stock
2019-12-24
4
U
0
11951
D
47156
D
Common Stock
2019-12-24
4
D
0
47156
D
0
D
Stock Option (Right to Buy)
10.4
2019-12-24
4
D
0
1562
D
2024-10-28
Common Stock
1562.0
0
D
On November 10, 2019, Carbonite, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Open Text Corporation ("OpenText") and Coral Merger Sub Inc., a wholly owned subsidiary of OpenText ("Purchaser"). On December 24, 2019, Purchaser merged with and into the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Company being the surviving corporation and becoming a wholly-owned subsidiary of OpenText. Pursuant to the terms of the Merger Agreement, each share of Company common stock held by the Reporting Person and not subject to contractual restrictions was validly tendered for $23.00 per share in cash, without interest and net of any required withholding of taxes.
Pursuant to the terms of the Merger Agreement, each share of Company common stock was converted into the right to receive an amount in cash equal to $23.00, without interest and net of any required withholding of taxes.
Represents restricted stock units and performance-based restricted stock units (a "Company RSU and PRSU") held by the Reporting Person, whether or not vested. Pursuant to the terms of the Merger Agreement, each Company RSU and PRSU held by the Reporting Person was converted into the right to receive an amount in cash equal to the product of (i) $23.00 and (ii) the number of shares of Company common stock subject to such Company RSU and PRSU.
This option became exercisable in 16 equal quarterly installments beginning on January 28, 2015.
Pursuant to the terms of the Merger Agreement, each option to purchase shares of Company common stock, whether or not vested and which have a per share exercise price that is less than $23.00 (each, an "In the Money Option") held by the Reporting Person was cancelled and converted into the right to a cash payment equal to (i) the excess, if any, of (A) $23.00 over (B) the exercise price payable per share of Company common stock under such In the Money Option, multiplied by (ii) the total number of shares of Company common stock subject to such In the Money Option.
/s/Anthony Folger, by power of attorney
2019-12-26