Statement of Changes in Beneficial Ownership (4)
09/06/2021 12:23am
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
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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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1. Name and Address of Reporting Person
*
Martell Frank |
2. Issuer Name and Ticker or Trading Symbol
CORELOGIC, INC.
[
CLGX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President/CEO |
(Last)
(First)
(Middle)
CORELOGIC, INC., 40 PACIFICA, SUITE 900 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/4/2021 |
(Street)
IRVINE, CA 92618
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 6/4/2021 | | D | | 578766.982 (1) | D | $80.00 (2)(3)(4) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
Employee Stock Option (Right to Buy) | $25.95 | 6/4/2021 | | D | | | 33318 | (5) | 2/26/2023 | Common Stock | 33318 | $54.05 (2)(3)(4) | 0 | D | |
Employee Stock Option (Right to Buy) | $32.49 | 6/4/2021 | | D | | | 20313 | (6) | 3/2/2024 | Common Stock | 20313 | $47.51 (2)(3)(4) | 0 | D | |
Explanation of Responses: |
(1) | Includes (i) 325.182 shares acquired under the CoreLogic, ("CoreLogic") employee stock purchase plan on March 31, 2021, (ii) 49,501.038 restricted stock units of CoreLogic subject to time-based vesting ("RSUs"), and (iii) 202,590.105 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. |
(2) | 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 option 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, |
(3) | (continued from footnote 2) equal to the product of (A) the excess, if any, of (x) the Merger Consideration over (y) the per-share exercise price for such option multiplied by (B) the total number of shares of CoreLogic common stock underlying such option; (ii) 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, 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 (iii) each PSU that was outstanding immediately prior to the effective time of the Merger automatically vested |
(4) | (continued from footnote 3) (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, 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. |
(5) | The option became exercisable in three equal annual installments beginning February 27, 2014. |
(6) | The option became exercisable in three equal annual installments beginning March 3, 2015. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Martell Frank CORELOGIC, INC. 40 PACIFICA, SUITE 900 IRVINE, CA 92618 |
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| President/CEO |
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Signatures
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/s/ Jan S. Morris, attorney-in-fact | | 6/8/2021 |
**Signature of Reporting Person | Date |