0000899243-18-028283.txt : 20181105
0000899243-18-028283.hdr.sgml : 20181105
20181105203731
ACCESSION NUMBER: 0000899243-18-028283
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20181105
FILED AS OF DATE: 20181105
DATE AS OF CHANGE: 20181105
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GREGOIRE MICHAEL P
CENTRAL INDEX KEY: 0001232409
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-09247
FILM NUMBER: 181161280
BUSINESS ADDRESS:
STREET 1: C/O CA, INC.
STREET 2: ONE CA PLAZA
CITY: ISLANDIA
STATE: NY
ZIP: 11749
BUSINESS PHONE: 800-225-5224
MAIL ADDRESS:
STREET 1: C/O CA, INC.
STREET 2: ONE CA PLAZA
CITY: ISLANDIA
STATE: NY
ZIP: 11749
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: CA, INC.
CENTRAL INDEX KEY: 0000356028
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
IRS NUMBER: 132857434
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0331
BUSINESS ADDRESS:
STREET 1: 520 MADISON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 1-800-225-5224
MAIL ADDRESS:
STREET 1: 520 MADISON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10022
FORMER COMPANY:
FORMER CONFORMED NAME: COMPUTER ASSOCIATES INTERNATIONAL INC
DATE OF NAME CHANGE: 19920703
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2018-11-05
1
0000356028
CA, INC.
CA
0001232409
GREGOIRE MICHAEL P
520 MADISON AVENUE
NEW YORK
NY
10022
1
1
0
0
Chief Executive Officer
Common Stock, $.10 par value
2018-11-05
4
D
0
275468
D
0
D
Common Stock, $.10 par value
2018-11-05
4
D
0
19362
D
0
D
Common Stock, $.10 par value
2018-11-05
4
D
0
44777
D
0
D
Common Stock, $.10 par value
2018-11-05
4
D
0
63775
D
0
D
Employee Stock Option (right to buy)
22.82
2018-11-05
4
D
0
324389
0.00
D
2023-08-01
Common Stock, $.10 par value
324389
0
D
Employee Stock Option (right to buy)
24.41
2018-11-05
4
D
0
291157
0.00
D
2023-08-01
Common Stock, $.10 par value
291157
0
D
Employee Stock Option (right to buy)
26.98
2018-11-05
4
D
0
381208
0.00
D
2024-06-02
Common Stock, $.10 par value
381208
0
D
Employee Stock Option (right to buy)
28.69
2018-11-05
4
D
0
212966
0.00
D
2025-01-14
Common Stock, $.10 par value
212966
0
D
Employee Stock Option (right to buy)
30.45
2018-11-05
4
D
0
352216
0.00
D
2025-05-29
Common Stock, $.10 par value
352216
0
D
Employee Stock Option (right to buy)
31.53
2018-11-05
4
D
0
410719
0.00
D
2026-05-15
Common Stock, $.10 par value
410719
0
D
Employee Stock Option (right to buy)
31.69
2018-11-05
4
D
0
447755
0.00
D
2027-05-15
Common Stock, $.10 par value
447755
0
D
Employee Stock Option (right to buy)
35.28
2018-11-05
4
D
0
395408
0.00
D
2028-05-15
Common Stock, $.10 par value
395408
0
D
Disposed of pursuant to that certain Agreement and Plan of Merger between the Issuer, Broadcom Inc. ("Broadcom") and Collie Acquisition Corp., dated as of July 11, 2018 (the "Merger Agreement"), in exchange for a cash payment of $44.50 per share without interest thereon (the "Merger Consideration").
This restricted stock award ("RSA"), originally for 58,674 shares, of which 39,312 shares have vested, provided for vesting over three years as follows: 34% on May 15, 2017, 33% on May 15, 2018 and 33% on May 15, 2019. Pursuant to a letter agreement between the Issuer, Broadcom and the Reporting Person (the "Letter Agreement"), immediately prior to the effective time of the transactions contemplated by the Merger Agreement (the "Merger"), all unvested Issuer RSAs held by the Reporting Person were converted into the right to receive the Merger Consideration in respect of each share of Issuer common stock covered by such RSA, less applicable tax withholdings.
This RSA, originally for 67,844 shares, of which 23,067 shares have vested, provided for vesting over three years as follows: 34% on May 15, 2018, 33% on May 15, 2019 and 33% on May 15, 2020. Pursuant to the Letter Agreement, immediately prior to the effective time of the Merger, all unvested Issuer RSAs held by the Reporting Person were converted into the right to receive the Merger Consideration in respect of each share of Issuer common stock covered by such RSA, less applicable tax withholdings.
This RSA provided for vesting over three years as follows: 34% on May 15, 2019, 33% on May 15, 2020 and 33% on May 15, 2021. Pursuant to the Letter Agreement, immediately prior to the effective time of the Merger, all unvested Issuer RSAs held by the Reporting Person were converted into the right to receive the Merger Consideration in respect of each share of Issuer common stock covered by such RSA, less applicable tax withholdings.
These fully vested option shares were cancelled pursuant to the Merger Agreement, in exchange for a cash payment equal to (x) the difference between the Merger Consideration and the per share exercise price of the option, multiplied by (y) the number of disposed option shares.
This option provided for vesting over three years as follows: 34% on May 15, 2017, 33% on May 15, 2018 and 33% on May 15, 2019. 275,182 vested option shares were cancelled pursuant to the Merger Agreement, in exchange for a cash payment equal to (x) the difference between the Merger Consideration and the per share exercise price of the option, multiplied by (y) the number of disposed option shares. Pursuant to the Letter Agreement, immediately prior to the effective time of the Merger, all unvested options held by the Reporting Person were converted into the right to receive the Merger Consideration in respect of each share of Issuer common stock covered by such unvested option, less the aggregate exercise price corresponding to such Issuer option and less applicable tax withholdings.
This option provided for vesting over three years as follows: 34% on May 15, 2018, 33% on May 15, 2019 and 33% on May 15, 2020. 152,244 vested option shares were cancelled pursuant to the Merger Agreement, in exchange for a cash payment equal to (x) the difference between the Merger Consideration and the per share exercise price of the option, multiplied by (y) the number of disposed option shares. Pursuant to the Letter Agreement, immediately prior to the effective time of the Merger, all unvested options held by the Reporting Person were converted into the right to receive the Merger Consideration in respect of each share of Issuer common stock covered by such unvested option, less the aggregate exercise price corresponding to such Issuer option and less applicable tax withholdings.
This option provided for vesting over three years as follows: 34% on May 15, 2019, 33% on May 15, 2020 and 33% on May 15, 2021. Pursuant to the Letter Agreement, immediately prior to the effective time of the Merger, all unvested options held by the Reporting Person were converted into the right to receive the Merger Consideration in respect of each share of Issuer common stock covered by such unvested option, less the aggregate exercise price corresponding to such Issuer option and less applicable tax withholdings.
/s/ Michael P. Gregoire by Kristen W. Prohl as Attorney-in-Fact
2018-11-05