0000899243-21-017979.txt : 20210503 0000899243-21-017979.hdr.sgml : 20210503 20210503215923 ACCESSION NUMBER: 0000899243-21-017979 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210429 FILED AS OF DATE: 20210503 DATE AS OF CHANGE: 20210503 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kedia Puneet CENTRAL INDEX KEY: 0001783233 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33368 FILM NUMBER: 21885723 MAIL ADDRESS: STREET 1: C/O GLU MOBILE INC. STREET 2: 875 HOWARD STREET, SUITE 100 CITY: SAN FRANCISCO STATE: CA ZIP: 94103 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GLU MOBILE INC CENTRAL INDEX KEY: 0001366246 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 875 HOWARD STREET, SUITE 100 CITY: SAN FRANCISCO STATE: CA ZIP: 94103 BUSINESS PHONE: 415-800-6100 MAIL ADDRESS: STREET 1: 875 HOWARD STREET, SUITE 100 CITY: SAN FRANCISCO STATE: CA ZIP: 94103 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-04-29 1 0001366246 GLU MOBILE INC GLUU 0001783233 Kedia Puneet C/O GLU MOBILE INC. 875 HOWARD STREET, SUITE 100 SAN FRANCISCO CA 94103 0 1 0 0 Vice President of Accounting Common Stock 2021-04-29 4 D 0 16453 D 0 D Restricted Stock Units 0.00 2021-04-29 4 D 0 28695 D Common Stock 28695 0 D Restricted Stock Units 0.00 2021-04-29 4 D 0 32230 D Common Stock 32230 0 D Stock Option (right to buy) 8.63 2021-04-29 4 D 0 105361 D 2029-05-14 Common Stock 105361 0 D Performance Stock Units 0.00 2021-04-29 4 D 0 13504 D 2029-12-17 Common Stock 9002 0 D Performance Stock Units 0.00 2021-04-29 4 D 0 16110 D 2030-11-23 Common Stock 10740 0 D Includes 3,025 shares of Common Stock acquired under the issuer's employee stock purchase plan on February 21, 2021. On February 8, 2021, the Issuer entered into the Agreement and Plan of Merger (the "Merger Agreement"), with Electronic Arts Inc. ("Electronic Arts"), a Delaware corporation, and Giants Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Electronic Arts, and the Issuer. Upon the closing (the "Closing") of the transactions (the "Merger") contemplated by the Merger Agreement on April 29, 2021, each share of the Issuer's common stock (a "Share") was cancelled and converted into the right to receive an amount in cash, without interest, equal to $12.50 (the "Per Share Merger Consideration"). Each restricted stock unit ("RSU") represents a contingent right to receive 1 Share upon settlement for no consideration. 25% of the total number of Shares subject to the RSU vested on December 17, 2020, 4.166% of the RSU vested on February 15, 2021, an additional 6.25% of the underlying Shares will vest in each of the following 11 quarters on the same day of each third month (e.g., the first such quarterly vesting date will be May 15, 2021, the next quarterly vesting date will be August 15, 2021, etc.), with the final 2.0833% of the underlying Shares vesting on February 15, 2024; provided, however, that if any portion of the RSU vests on a date that is a non-trading day on The Nasdaq Stock Market, then the RSU will vest on the next trading day. Pursuant to the Merger Agreement, the unvested RSUs held by a continuing employee were assumed by Electronic Arts and converted automatically into a corresponding RSU of Electronic Arts and subject to terms and conditions substantially identical to those in effect at the Effective Time (as defined in the Merger Agreement), including all vesting and applicable vesting acceleration provisions, except that the number of shares of common stock of Electronic Arts that will be subject to each such unvested Issuer RSU shall be determined by multiplying the number of Shares subject to such unvested Issuer RSU by the Exchange Ratio (as defined in the Merger Agreement). The RSU vests as to 25% of the total number of Shares subject to the RSU on November 23, 2021 (the "RSU First Vesting Date"), with the remaining 75% of the underlying Shares vesting in equal quarterly installments over the next three years following the RSU First Vesting Date on the same day of each third month (e.g., the first quarterly vesting date is February 15, 2022, the next quarterly vesting date is May 15, 2022, etc.); provided, however, that if any portion of the RSU vests on a date that is a non-trading day on The Nasdaq Stock Market, then the RSU will vest on the next trading day. 25% of the option vested on May 14, 2020, with the remaining shares vest and become exercisable in equal monthly installments over the following three years, such that the option will be fully vested on May 14, 2023. Pursuant to the Merger Agreement, to the extent vested, the option automatically converted into the right to receive an amount in cash equal to the product of (x) the aggregate number of Shares subject to such option multiplied by (y) the excess of the Per Share Merger Consideration over the applicable per share exercise price of such option, without interest and subject to any required withholding of taxes. To the extent unvested, the option was assumed by Electronic Arts and converted automatically by multiplying the number of shares subject to the option by the Exchange Ratio, rounded down to the nearest whole share, and the applicable per share exercise price of the option being divided by the Exchange Ratio, rounded up to the nearest whole cent, resulting in a corresponding option denominated in shares of common stock of Electronic Arts and subject to terms and conditions substantially identical to those in effect at the Effective Time. Each performance stock unit ("PSU") represents a contingent right to receive 1 Share upon settlement for no consideration. Pursuant to the Merger Agreement, the PSUs, for which the performance period has not been completed as of the Effective Time, were deemed achieved at "target" and converted to an RSU with a time-based vesting schedule that corresponds to each performance period. To the extent vested, the PSUs were cancelled and automatically converted into the right to receive an amount in cash equal to the product of the aggregate number of Shares subject to such PSU multiplied by the Per Share Merger Consideration, without interest and subject to any required withholding of taxes. (Continued from Footnote 10) To the extent unvested, the PSUs were assumed by Electronic Arts and converted automatically into a corresponding RSU of Electronic Arts and subject to terms and conditions substantially identical to those in effect at the Effective Time, including all vesting and applicable vesting acceleration provisions, except that (i) the number of shares of common stock of Electronic Arts that will be subject to each such unvested RSU shall be determined by multiplying the number of Shares subject to such unvested PSU by the Exchange Ratio and (ii) as noted in the first sentence of this footnote, any performance period that has not been completed as of the Effective Time, was deemed achieved at "target." Pursuant to the Merger Agreement, the PSUs, for which the performance period has not been completed as of the Effective Time, were deemed achieved at "target" and converted to a time-based vesting schedule that corresponds to each performance period. To the extent vested, the PSUs were cancelled and automatically converted into the right to receive the Per Share Merger Consideration, without interest and subject to any required withholding of taxes. (Continued from Footnote 11)To the extent unvested, the PSUs held by a continuing employee were assumed by Electronic Arts and converted automatically into a corresponding restricted stock unit of Electronic Arts and subject to terms and conditions substantially identical to those in effect at the Effective Time, including all vesting and applicable vesting acceleration provisions, except that the number of shares of common stock of Electronic Arts that will be subject to each such unvested Glu RSU shall be determined by multiplying the number of Shares subject to such unvested Glu PSU by the Exchange Ratio. /s/ Puneet Kedia by Scott J. Leichtner, attorney-in-fact 2021-05-03