0000899243-21-022634.txt : 20210608 0000899243-21-022634.hdr.sgml : 20210608 20210608193318 ACCESSION NUMBER: 0000899243-21-022634 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210604 FILED AS OF DATE: 20210608 DATE AS OF CHANGE: 20210608 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STUMPF JOHN K CENTRAL INDEX KEY: 0001216889 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13585 FILM NUMBER: 211003594 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CORELOGIC, INC. CENTRAL INDEX KEY: 0000036047 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 951068610 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 40 PACIFICA STREET 2: SUITE 900 CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: (949) 214-1000 MAIL ADDRESS: STREET 1: 40 PACIFICA STREET 2: SUITE 900 CITY: IRVINE STATE: CA ZIP: 92618 FORMER COMPANY: FORMER CONFORMED NAME: FIRST AMERICAN CORP DATE OF NAME CHANGE: 20020628 FORMER COMPANY: FORMER CONFORMED NAME: FIRST AMERICAN FINANCIAL CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FIRST AMERICAN TITLE INSURANCE & TRUST C DATE OF NAME CHANGE: 19690515 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-06-04 0 0000036047 CORELOGIC, INC. CLGX 0001216889 STUMPF JOHN K CORELOGIC, INC. 40 PACIFICA, SUITE 900 IRVINE CA 92618 0 1 0 0 Executive, Controller & CAO Common Stock 2021-06-04 4 D 0 21099.017 80.00 D 0 D Includes (i) 2,008.583 restricted stock units of CoreLogic subject to time-based vesting ("RSUs"), and (ii) 11,428.324 performance-based restricted stock units of CoreLogic subject to both time-based and performance-based vesting ("PSUs"). Each RSU and PSU is settled by the delivery of the underlying shares of CoreLogic common stock. On June 4, 2021, pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated February 4, 2021, by and among CoreLogic, Celestial-Saturn Parent Inc., a Delaware corporation ("Parent"), and Celestial-Saturn Acquisition Sub Inc., a Delaware corporation ("Acquisition Sub"), Acquisition Sub merged with and into CoreLogic, with CoreLogic surviving as a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement and by virtue of the Merger, in which each issued and outstanding share of CoreLogic common stock, par value $0.00001 per share, was converted into the right to receive $80 in cash, without interest (the "Merger Consideration"): (i) each RSU that was outstanding immediately prior to the effective time of the Merger automatically vested (if unvested) and was cancelled and converted into the right to receive an amount in cash, (continued from footnote 2) without interest, equal to the product of (A) the total number of shares of CoreLogic common stock underlying such RSU (including any shares of CoreLogic common stock in respect of dividend equivalent units credited thereon) (or, for RSUs granted in 2021, a prorated number of shares of CoreLogic common stock based on the period elapsed prior to the effective time of the Merger) multiplied by (B) the Merger Consideration; and (ii) each PSU that was outstanding immediately prior to the effective time of the Merger automatically vested (if unvested) and was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (A) the number of shares of CoreLogic common stock underlying such PSU (including any shares of CoreLogic common stock in respect of dividend equivalent units credited thereon) with performance measured in accordance with the terms of the applicable governing documents, (continued from footnote 3) as determined by the board of directors of CoreLogic or a committee thereof after consultation with Parent prior to the effective time of the Merger (or, for PSUs granted in 2021, a prorated number of shares of CoreLogic common stock based on the period elapsed prior to the effective time of the Merger and measured at the target level of performance) multiplied by (B) the Merger Consideration. /s/ Jan S. Morris, attorney-in-fact 2021-06-08