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