0001104659-22-110343.txt : 20221020 0001104659-22-110343.hdr.sgml : 20221020 20221020173219 ACCESSION NUMBER: 0001104659-22-110343 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221018 FILED AS OF DATE: 20221020 DATE AS OF CHANGE: 20221020 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DURAND ANDRE WONG CENTRAL INDEX KEY: 0001783446 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39056 FILM NUMBER: 221321826 MAIL ADDRESS: STREET 1: C/O PING IDENTITY CORPORATION STREET 2: 1001 17TH STREET, SUITE 100 CITY: DENVER STATE: CO ZIP: 80202 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Ping Identity Holding Corp. CENTRAL INDEX KEY: 0001679826 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 812933383 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: C/O PING IDENTITY HOLDING CORP. STREET 2: 1001 17TH STREET, SUITE 100 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: (303) 468-2900 MAIL ADDRESS: STREET 1: C/O PING IDENTITY HOLDING CORP. STREET 2: 1001 17TH STREET, SUITE 100 CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: Roaring Fork Holding, Inc. DATE OF NAME CHANGE: 20160715 4 1 tm2228653-1_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2022-10-18 1 0001679826 Ping Identity Holding Corp. PING 0001783446 DURAND ANDRE WONG C/O PING IDENTITY HOLDING CORP. 1001 17TH STREET, SUITE 100 DENVER CO 80202 1 1 0 0 CEO, DIRECTOR Company Common Stock, $0.001 par value 2022-10-18 4 D 0 502416 28.50 D 0 D Options (Right to Buy) 7.85 2022-10-18 4 D 0 1060000 D 2026-06-30 Company Common Stock, $0.001 par value 1060000 0 D Options (Right to Buy) 8.48 2022-10-18 4 D 0 165750 D 2027-09-25 Company Common Stock, $0.001 par value 165750 0 D Pursuant to the Agreement and Plan of Merger, dated August 2, 2022 (the "Merger Agreement"), by and among Project Polaris Holdings, LP ("Parent"), Project Polaris Merger Sub, Inc. ("Merger Sub") and the Issuer, Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger (the "Effective Time"), each share of the Issuer's common stock ("Company Common Stock") issued and outstanding immediately prior to the Merger was automatically cancelled, extinguished and converted into the right to receive $28.50 per share in cash, without interest thereon, subject to applicable withholding taxes (the "Per Share Price"). The reported securities include unvested restricted stock units ("Company RSUs") of the Issuer which pursuant to the Merger Agreement, were, at the Effective Time, canceled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (i) the Per Share Price and (ii) the total number of shares of Company Common Stock subject to such Company RSUs as of immediately prior to the Effective Time. Cash paid in replacement of unvested Company RSUs will, subject to the Reporting Person's continued service through the applicable vesting dates, generally vest and be payable at the same time and under the same terms as the Company RSUs for which such cash was exchanged. Pursuant to the Merger Agreement, each option to purchase Company Common Stock that was outstanding as of immediately prior to the Effective Time with an exercise price per share less than the Per Share Price, whether vested or unvested (a "Company Option"), was, at the Effective Time, cancelled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (i) the number of shares of Company Common Stock subject to such Company Option as of immediately prior to the Effective Time and (ii) the excess, if any, of the Per Share Price over the per share exercise price of such Company Option. Pursuant to the Merger Agreement, at the Effective Time, certain performance-based restricted stock units granted to the Reporting Person were automatically cancelled and converted into the right to receive cash, which will, subject to the Reporting Person's continued service through the applicable vesting dates, generally vest and be payable at the same time and under the same terms as the awards for which such cash was exchanged. Such performance-based stock units were not previously reported in the Reporting Person's Section 16 filings in accordance with Section 16. /s/ Shalini Sharma, Attorney-in-Fact 2022-10-20