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SQI Sciquest, Inc. (MM)

17.745
0.00 (0.00%)
After Hours
Last Updated: 01:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type
Sciquest, Inc. (MM) NASDAQ:SQI NASDAQ Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 17.745 17.74 17.76 0 01:00:00

Statement of Changes in Beneficial Ownership (4)

29/07/2016 2:35pm

Edgar (US Regulatory)


FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Kaelin Jennifer G
2. Issuer Name and Ticker or Trading Symbol

SCIQUEST INC [ SQI ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Financial Officer
(Last)          (First)          (Middle)

3020 CARRINGTON MILL BLVD., SUITE 100
3. Date of Earliest Transaction (MM/DD/YYYY)

7/28/2016
(Street)

MORRISVILLE, NC 27560
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   7/28/2016     D    70928   (1) D $17.75   0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)   $13.43   7/28/2016     D         10000      (2) 1/31/2021   Common Stock   10000   $4.32   (2) 0   D    
Stock Option (Right to Buy)   $14.46   7/28/2016     D         9200      (3) 3/9/2022   Common Stock   9200   $3.29   (3) 0   D    
Stock Option (Right to Buy)   $23.25   7/28/2016     D         10000      (4) 4/24/2023   Common Stock   10000   $0.00   (4) 0   D    
Stock Option (Right to Buy)   $28.77   7/28/2016     D         5000      (5) 3/3/2024   Common Stock   5000   $0.00   (5) 0   D    
Stock Option (Right to Buy)   $15.78   7/28/2016     D         5000      (6) 4/29/2025   Common Stock   5000   $1.97   (6) 0   D    
Restricted Stock Unit     (7) 7/28/2016     D         17889      (8)   (8) Common Stock   17889     (8) 0   D    
Performance-Based Restricted Stock Unit     (9) 7/28/2016     D         21324      (10)   (10) Common Stock   21324     (10) 0   D    
Restricted Stock Unit     (7) 7/28/2016     D         24000      (11)   (11) Common Stock   24000     (11) 0   D    
Performance-Based Restricted Stock Unit     (9) 7/28/2016     D         36264      (12)   (12) Common Stock   36264     (12) 0   D    

Explanation of Responses:
( 1)  Disposed of pursuant to the Merger Agreement.
( 2)  This option was granted on January 31, 2011 with respect to 10,000 shares of the Issuer's common stock, with the shares vesting in 48 equal monthly installments thereafter, becoming fully exercisable as of January 31, 2015. Pursuant to the Merger Agreement, this option was cancelled in exchange for a cash payment of $43,200, which represents the product of (i) the aggregate number of shares of common stock subject to such vested portion of the option (10,000 shares) and (ii) the excess of the merger consideration of $17.75 per share over the exercise price of the option per share, with such cash payment subject to any required withholding of taxes.
( 3)  This option was granted on March 9, 2012 with respect to 9,200 shares of the Issuer's common stock, with the shares vesting in 48 equal monthly installments thereafter, becoming fully exercisable as of March 9, 2016. Pursuant to the Merger Agreement, this option was cancelled in exchange for a cash payment of $30,268, which represents the product of (i) the aggregate number of shares of common stock subject to such vested portion of the option (9,200 shares) and (ii) the excess of the merger consideration of $17.75 per share over the exercise price of the option per share, with such cash payment subject to any required withholding of taxes.
( 4)  This option was granted on April 24, 2013 with respect to 10,000 shares of the Issuer's common stock, with the shares vesting in 48 equal monthly installments thereafter until April 24, 2017. In connection with the Merger, the vesting of this option was fully accelerated pursuant to the Issuer's Change of Control Severance Plan. Pursuant to the Merger Agreement, this option was cancelled and forfeited for no consideration, because the merger consideration of $17.75 per share did not exceed the exercise price of the option per share.
( 5)  This option was granted on March 3, 2014 with respect to 5,000 shares of the Issuer's common stock, with the shares vesting in 48 equal monthly installments thereafter until March 3, 2018. In connection with the Merger, the vesting of this option was fully accelerated pursuant to the Issuer's Change of Control Severance Plan. Pursuant to the Merger Agreement, this option was cancelled and forfeited for no consideration, because the merger consideration of $17.75 per share did not exceed the exercise price of the option per share.
( 6)  This option was granted on April 30, 2015 with respect to 5,000 shares of the Issuer's common stock, with the shares vesting in 48 equal monthly installments thereafter until April 30, 2019. In connection with the Merger, the vesting of this option was fully accelerated pursuant to the Issuer's Change of Control Severance Plan. Pursuant to the Merger Agreement, this option was cancelled in exchange for a cash payment of $11,900, which represents the product of (i) the aggregate number of shares of common stock subject to such vested portion of the option (5,000 shares) and (ii) the excess of the merger consideration of $17.75 per share over the exercise price of the option per share, with such cash payment subject to any required withholding of taxes.
( 7)  The restricted stock units convert into the right to receive an amount in cash equal to the product of (i) the total number of shares subject to such restricted stock unit and (ii) the per share merger consideration, less applicable taxes required to be withheld with respect to such payment.
( 8)  On May 27, 2015, the reporting person was granted 17,889 restricted stock units, with the units vesting in four equal annual installments on each anniversary of the grant date until May 27, 2019. In connection with the Merger, the vesting of these restricted stock units were fully accelerated pursuant to the Issuer's Change of Control Severance Plan. Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $317,529.75, which represents the product of (i) the aggregate number of shares of common stock subject to such restricted stock units (17,889 shares) and (ii) the merger consideration of $17.75 per share, with such cash payment subject to any required withholding of taxes.
( 9)  The performance-based restricted stock units convert into the right to receive an amount in cash equal to the product of (i) the total number of shares subject to such performance-based restricted stock unit based on actual achievement of the applicable performance metrics through the day immediately preceding the effective date of the Merger and (ii) the per share merger consideration, less applicable taxes required to be withheld with respect to such payment.
( 10)  On May 27, 2015, the reporting person was granted 17,889 performance-based restricted stock units. Pursuant to the terms of the agreement governing the performance-based restricted stock, at the effective time of the Merger, 21,324 performance-based restricted stock units were immediately deemed earned based on achievement of performance metrics (the "Earned Units"). Pursuant to the Merger Agreement, the Earned Units were cancelled in exchange for an aggregate cash payment of $378,495 subject to certain conditions and payable in accordance with the terms set forth in the agreement governing the performance-based restricted stock, which represents the product of (i) the aggregate number of shares of common stock subject to such Earned Units (21,324 shares) and (ii) the merger consideration of $17.75 per share, subject to required withholding of taxes. The unearned performance-based restricted stock units were cancelled and forfeited for no consideration pursuant to the Merger Agreement.
( 11)  On February 18, 2016, the reporting person was granted 24,000 restricted stock units, with the units vesting in four equal annual installments on each anniversary of the grant date until February 18, 2020. In connection with the Merger, the vesting of these restricted stock units were fully accelerated pursuant to the Issuer's Change of Control Severance Plan. Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $426,000, which represents the product of (i) the aggregate number of shares of common stock subject to such restricted stock units (24,000 shares) and (ii) the merger consideration of $17.75 per share, with such cash payment subject to any required withholding of taxes.
( 12)  On February 18, 2016, the reporting person was granted 24,000 performance-based restricted stock units. Pursuant to the terms of the agreement governing the performance-based restricted stock, at the effective time of the Merger, 36,264 performance-based restricted stock units were immediately deemed Earned Units. Pursuant to the Merger Agreement, the Earned Units were cancelled in exchange for an aggregate cash payment of $643,686, subject to certain conditions and payable in accordance with the terms set forth in the agreement governing the performance-based restricted stock, which represents the product of (i) the aggregate number of shares of common stock subject to such Earned Units (36,264 shares) and (ii) the merger consideration of $17.75 per share, subject to any required withholding of taxes. The unearned performance-based restricted stock units were cancelled and forfeited for no consideration pursuant to the Merger Agreement

Remarks:
On July 28, 2016, the Issuer became a wholly owned subsidiary of SciQuest Parent, LLC (f/k/a AKKR Green Parent, LLC) pursuant to the merger (the "Merger") effected in connection with that certain Agreement and Plan of Merger, dated May 30, 2016, by and among the Issuer, SciQuest Parent, LLC and AKKR Green Merger Sub, Inc. (the "Merger Agreement").

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Kaelin Jennifer G
3020 CARRINGTON MILL BLVD.
SUITE 100
MORRISVILLE, NC 27560


Chief Financial Officer

Signatures
/s/ Grant W. Collingsworth, attorney-in-fact for Jennifer G. Kaelin 7/29/2016
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

1 Year Sciquest, Inc. (MM) Chart

1 Year Sciquest, Inc. (MM) Chart

1 Month Sciquest, Inc. (MM) Chart

1 Month Sciquest, Inc. (MM) Chart