Duan Jimmy C

Row 1 · 2018-04-05 · Grant · Acquired 126,593 · Balance 448,691

F1: This Form 4 is being filed in connection with the April 5, 2018 closing of the merger (the "Merger") of Emerson One Acquisition Corp. ("Merger Sub") with and into the Issuer pursuant to the Agreement and Plan of Merger, dated as of January 29, 2018 (the "Merger Agreement"), by and among SAP America, Inc., Merger Sub and the Issuer. Upon closing of the Merger, each outstanding share of Common Stock of the Issuer was converted into the right to receive $36.00 per share in cash, without interest (the "Merger Consideration").

F2: Represents performance-based restricted stock units ("PSUs") granted on July 15, 2015 and February 15, 2017, that, at the effective time of the Merger, were deemed earned and credited for performance, with respect to any uncompleted performance period as of the date of the Merger Agreement, at pay-out levels determined in accordance with the terms of the Merger Agreement. The time-based vesting requirements applicable to such PSUs remained unsatisfied as of the effective time of the Merger.

Row 2 · 2018-04-05 · Disposition to issuer · Disposed 126,593 · Balance 0

F3: Disposed of pursuant to the Merger Agreement.

F4: At the effective time of the Merger, each outstanding, unvested PSU was cancelled and converted into the unvested right to receive in cash the per share Merger Consideration for each share of Issuer Common Stock underlying such PSU, after giving effect to the pay-out levels determined in accordance with the Merger Agreement, as described in Note 2, with such payment to vest and become payable on the date upon which such PSU would have vested under the time-based vesting terms and conditions applicable to such PSU immediately prior to the effective time of the Merger.

F2: Represents performance-based restricted stock units ("PSUs") granted on July 15, 2015 and February 15, 2017, that, at the effective time of the Merger, were deemed earned and credited for performance, with respect to any uncompleted performance period as of the date of the Merger Agreement, at pay-out levels determined in accordance with the terms of the Merger Agreement. The time-based vesting requirements applicable to such PSUs remained unsatisfied as of the effective time of the Merger.

Row 3 · 2018-04-05 · Disposition to issuer · Disposed 94,002 · Balance 0

F3: Disposed of pursuant to the Merger Agreement.

F6: At the effective time of the Merger, each outstanding, unvested RSU that was granted prior to January 29, 2018, was cancelled and converted into the unvested right to receive in cash the per share Merger Consideration for each share of Issuer Common Stock underlying such RSU. Each unvested RSU that was granted after January 29, 2018, was cancelled and converted into an unvested cash-settled restricted stock unit denominated in the number of shares of SAP SE obtained by multiplying (i) the number of shares of Issuer Common Stock underlying such RSU by (ii) the quotient obtained by dividing the Merger Consideration by the average closing price of SAP SE shares over the five trading days ending on April 4, 2018. In each case, the converted awards vest and become payable on the date upon which the relevant RSU would have vested under the time-based vesting terms and conditions applicable to such RSU immediately prior to the effective time of the Merger.

F5: Represents restricted stock units ("RSUs") granted on February 16, 2016, February 15, 2017, and February 15, 2018, that, at the effective time of the Merger, had not vested.

Row 4 · 2018-04-05 · Disposition to issuer · Disposed 228,096 · Balance 0

F3: Disposed of pursuant to the Merger Agreement.

Row 5 · 2018-04-05 · Disposition to issuer · Disposed 85,556 · Balance 0

F8: At the effective time of the Merger, each outstanding vested and unvested Stock Option was cancelled and converted into the right to receive in cash an amount equal to the number of shares of Issuer Common Stock underlying such Stock Option multiplied by the excess, if any, of the Merger Consideration over the applicable exercise price.

F7: The Stock Options vested in equal monthly installments over a period of four years from the grant date of August 30, 2013.

Row 1 · 2021-10-29 · Disposition to issuer · Disposed 96,366 · Balance 160,980

F1: Pursuant to the Agreement and Plan of Merger between the Issuer, Project Metal Parent, LLC and Project Metal Merger Sub, Inc. dated July 25, 2021, each share of issued and outstanding Issuer common stock was cancelled and converted into the right to receive $34.00 in cash.

F2: The shares are represented by restricted stock units, or RSUs.

Row 2 · 2021-10-29 · Grant · Acquired 131,905 · Balance 292,885

F3: Immediately prior to the effective time of the merger, certain RSUs subject to the achievement of performance-based criteria were deemed achieved and vest as follows: (i) 100,000 RSUs vest on March 15, 2023 and (ii) 31,905 RSUs vest on April 15, 2024.

Row 3 · 2021-10-29 · Disposition to issuer · Disposed 292,885 · Balance 0

F4: At the effective time of the merger, the RSUs were cancelled and converted into a right to receive $34.00 in cash for each outstanding unit which will vest and be payable at the same time as the unvested RSUs for which such cash amount was exchanged would have vested pursuant to its terms.