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