Datto Holding Corp.
06/27/2022 | Press release | Distributed by Public on 06/27/2022 19:45
Statement of Changes in Beneficial Ownership (Form 4)
Ownership Submission
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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(e.g., puts, calls, warrants, options, convertible securities)
| 1. Title of Derivate Security | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security | 8. Price of Derivative Security | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) | 11. Nature of Indirect Beneficial Ownership |
| Code | V | (A) | (D) | Date Exercisable | Expriation Date | Title | Amount or Number of Shares |
Reporting Owners
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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PETROCELLI ROBERT RAYMOND 101 MERRITT 7 NORWALK, CT06851 |
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Chief Technology Officer |
Signatures
| /s/ Adam Collicelli, by Power of Attorney | 2022-06-27 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| (*) | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| (**) | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Pursuant to the Agreement and Plan of Merger, dated April 11, 2022, by and among Knockout Parent Inc., Knockout Merger Sub Inc., the Issuer, and, for certain limited purposes set forth in the Merger Agreement, Kaseya Holdings Inc. and Kaseya Inc. (the "Merger Agreement"), each share of Issuer common stock ("Common Stock") was canceled and converted into the right to receive $35.50 per share in cash without interest, subject to required withholding taxes. |
| (2) | Pursuant to the Merger Agreement, each option to purchase Issuer common stock (an "Option") that was unexpired, unexercised, outstanding and vested as of immediately prior to June 23, 2022 (the "Effective Time") or that vested in accordance with its terms as a result of the consummation of the Merger and the other transactions contemplated by the Merger Agreement (the "Transactions") (a "Vested Option"), was, at the Effective Time, canceled and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of Common Stock subject to such Vested Option as of immediately prior to the Effective Time and (ii) the excess, if any, of $35.50 over the per share exercise price of such Vested Option. |
| (3) | At the Effective Time, these 149,135 Options were canceled in exchange for a cash payment representing the difference between $35.50 and the exercise price of the option per share. |
| (4) | Pursuant to the Merger Agreement, as of the Effective Time, each restricted stock unit of the Issuer (an "RSU") that is unexpired, unexercised, outstanding and vested as of immediately prior to the Effective Time or that vested in accordance with its terms as a result of the consummation of the Transactions (a "Vested RSU") was canceled and converted into the right to receive an amount in cash equal to the product of (i) $35.50 and (ii) the total number of shares of Common Stock subject to such Vested RSUs as of immediately prior to the Effective Time. |
| (5) | Pursuant to the Merger Agreement, each RSU that was outstanding as of immediately prior to the Effective Time that was not Vested RSUs ("Unvested RSUs") was, at the Effective Time, canceled and converted into the right to receive an amount in cash equal to the product of (i) $35.50 and (ii) the total number of shares of Common Stock subject to such Unvested RSUs (the "Cash Replacement RSU Amounts"), which Cash Replacement RSU Amounts will be paid at the same time that the Unvested RSUs would have vested pursuant to their terms. |
| (6) | Represents RSUs granted to the Reporting Person on December 17, 2020. These RSUs vested 25% on the first anniversary of the grant date, December 17, 2020, and quarterly thereafter at a rate of 6.25% as long as such Reporting Person continues to be employed as of each respective vesting date. At the Effective Time, the 103,125 Unvested RSUs were canceled and converted into the right to receive a cash payment which represents $35.50 for each outstanding Unvested RSU, which will vest and be payable at the same time as the Unvested RSUs for which such cash amount was exchanged. |