Habiger David C

Row 1 · 2019-08-01 · Disposition to issuer · Disposed 23,685 · Balance 0

F1: This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 8, 2019, by and among Control4 Corporation (the "Company" or "Control4"), Wirepath Home Systems, LLC ("Parent") and Copper Merger Sub Inc., a direct wholly-owned subsidiary of Parent ("Merger Sub"), a copy of which was filed as Exhibit 2.1 to the Company's Form 8-K filed with the Securities and Exchange Commission on May 9, 2019, pursuant to which the Company became a direct wholly owned subsidiary of Parent (the "Merger") on August 1, 2019 (the "Effective Time"). At the Effective Time, each issued and outstanding share of common stock of the Company was cancelled and converted into the right to receive $23.91 in cash (the "Merger Consideration") without interest and subject to applicable withholding taxes.

Row 2 · 2019-08-01 · Disposition to issuer · Disposed 13,267 · Balance 0

F2: Pursuant to the Merger Agreement, unless otherwise provided in an agreement between Parent and the holder therof, (i) each outstanding option to acquire shares of Company common stock (each, a ''Control4 Stock Option'') that was fully vested and exercisable immediately prior to the Effective Time (or would have become fully vested and exercisable by the terms of such Control4 Stock Option as a result of the transactions contemplated by the Merger Agreement) (each, a ''Vested Control4 Stock Option'') was, as of the Effective Time, cancelled and, in consideration thereof, the holder of such Vested Control4 Stock Option received an amount in cash equal to the product of (a) the excess, if any, of the Merger Consideration over the exercise price per share of such Control4 Stock Option, multiplied by (b) the total number of shares of Company common stock subject to the Control4 Stock Option, subject to applicable tax withholding (such amount, the ''Control4 Stock Option Consideration'') and

F3: (ii) each outstanding Control4 Stock Option that was not a Vested Control4 Stock Option (each, an ''Unvested Control4 Stock Option'') was, as of the Effective Time, cancelled and, in consideration thereof, the holder of such Unvested Control4 Stock Option received the Control4 Stock Option Consideration, subject to and conditioned on the same terms and conditions (including any terms and conditions relating to vesting and acceleration thereof, but excluding any terms and conditions related to exercise) as applicable to the Unvested Control4 Stock Option to which the Control4 Stock Option Consideration related, except as provided below with respect to Pre-2019 Control4 Equity Awards (as defined below).

Row 3 · 2019-08-01 · Disposition to issuer · Disposed 23,076 · Balance 0

F2: Pursuant to the Merger Agreement, unless otherwise provided in an agreement between Parent and the holder therof, (i) each outstanding option to acquire shares of Company common stock (each, a ''Control4 Stock Option'') that was fully vested and exercisable immediately prior to the Effective Time (or would have become fully vested and exercisable by the terms of such Control4 Stock Option as a result of the transactions contemplated by the Merger Agreement) (each, a ''Vested Control4 Stock Option'') was, as of the Effective Time, cancelled and, in consideration thereof, the holder of such Vested Control4 Stock Option received an amount in cash equal to the product of (a) the excess, if any, of the Merger Consideration over the exercise price per share of such Control4 Stock Option, multiplied by (b) the total number of shares of Company common stock subject to the Control4 Stock Option, subject to applicable tax withholding (such amount, the ''Control4 Stock Option Consideration'') and

F3: (ii) each outstanding Control4 Stock Option that was not a Vested Control4 Stock Option (each, an ''Unvested Control4 Stock Option'') was, as of the Effective Time, cancelled and, in consideration thereof, the holder of such Unvested Control4 Stock Option received the Control4 Stock Option Consideration, subject to and conditioned on the same terms and conditions (including any terms and conditions relating to vesting and acceleration thereof, but excluding any terms and conditions related to exercise) as applicable to the Unvested Control4 Stock Option to which the Control4 Stock Option Consideration related, except as provided below with respect to Pre-2019 Control4 Equity Awards (as defined below).

Row 4 · 2019-08-01 · Disposition to issuer · Disposed 7,180 · Balance 0

F4: Pursuant to the Merger Agreement, unless otherwise provided in an agreement between Parent and the holder therof, (i) each outstanding Control4 restricted stock unit award (each, a ''Control4 RSU Award'') that was fully vested immediately prior to the Effective Time (or would have become fully vested by the terms of such Control4 RSU Award as a result of the transactions contemplated by the Merger Agreement, except for any Executive Bonus PSU Award (as defined below)) (each such Control4 RSU Award, a ''Vested Control4 RSU Award'') was, as of the Effective Time, cancelled and, in consideration thereof, the holder of such Vested Control4 RSU Award received an amount in cash equal to the Merger Consideration in respect of each share subject to such Control4 RSU Award, subject to applicable tax withholding (such amount, the ''Control4 RSU Award Consideration''), and

F5: (ii) each outstanding Control4 RSU Award that was not a Vested Control4 RSU Award (each such Control4 RSU, an ''Unvested Control4 RSU Award'') was, as of the Effective Time, cancelled and, in consideration thereof, the holder of such Unvested Control4 RSU Award received the Control4 RSU Award Consideration, subject to and conditioned on the same terms and conditions (including any terms and conditions relating to vesting and acceleration thereof) as applicable to the Unvested Control4 RSU Award to which such Control4 RSU Award Consideration related; provided, however, to the extent any Unvested Control4 RSU Award was subject to both time and performance-vesting conditions (including any Executive Bonus PSU Award), the applicable performance-vesting conditions were deemed to be satisfied at target level; provided, further, that subject to the terms described below with respect to 2019 Control4 RSU Awards, (as defined below)

F6: no Control4 RSU Award Consideration with respect to any Executive Bonus PSU Award will become payable prior to the first anniversary of the vesting commencement date applicable to such Executive Bonus PSU Award. ''Executive Bonus PSU Award'' means any Control4 RSU Award that (a) was granted in 2019, (b) is subject to both time- and performance-vesting conditions and (c) would otherwise fully vest in the ordinary course on the first anniversary of the vesting commencement date specified in the applicable award agreement granting such Control4 RSU Award. In addition, the parties have agreed that, unless otherwise provided in an agreement between Parent and the holder thereof, (i) to the extent that the full amount of Control4 Stock Option Consideration or Control4 RSU Award Consideration has not been paid with respect to an Unvested Control4 Stock Option or Unvested Control4 RSU Award,

F7: as applicable, in each case, that was granted prior to 2019 (such Unvested Control4 Stock Option or Unvested Control4 RSU Award, a ''Pre-2019 Control4 Equity Award'') and provided that the holder thereof has remained continuously employed with Parent or any of its affiliates through the date that is six months following the closing date of the Merger (the "Closing Date"), any then-unpaid Control4 Stock Option Consideration or Control4 RSU Award Consideration, as applicable, in respect of such Pre-2019 Control4 Equity Award will be paid to such holder thereof as soon as reasonably practicable following such date, and (ii) with respect to any Unvested Control4 RSU Award that was granted in 2019 (a ''2019 Control4 RSU Award''), provided that the holder has remained continuously employed with Parent or any of its affiliates through the date that is six months following the Closing Date and to the extent not previously paid,

F8: the portion of any Control4 RSU Award Consideration that is otherwise due to be paid in respect of such 2019 Control4 RSU Award on the first anniversary of the vesting commencement date of such 2019 Control4 RSU Award will become payable to the holder thereof upon the date that is six months following the Closing Date, and will be paid to such holder as soon as reasonably practicable following such date. In the event a holder's employment is terminated by Parent or any of its affiliates without Cause (as defined in Control4's 2003 Equity Plan or Control4's 2013 Stock Option and Incentive Plan (the ''2013 Plan'' and together with Control4's 2003 Equity Plan, the ''Control4 Stock Plans''), as applicable), all then-unpaid Control4 RSU Award Consideration or Control4 Stock Option Consideration in respect of such 2019 Control4 RSU Awards or Pre-2019 Control4 Equity Awards (as applicable) will be paid to such holder as soon as reasonably practicable following such termination.

Row 1 · 2016-12-01 · Disposition to issuer · Disposed 15,212 · Balance 0

F1: Disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 19, 2016, among the issuer, Tessera Technologies, Inc., Tempe Holdco Corporation, Tempe Merger Sub Corporation and Arizona Merger Sub Corporation in exchange for $42.50 per share (the "Merger Consideration") upon the closing of the merger.

Row 2 · 2016-12-01 · Disposition to issuer · Disposed 17,607 · Balance 0

F3: This option was cancelled pursuant to the terms of the Merger Agreement and, as set forth in the Merger Agreement, was exchanged for the right to receive a cash payment equal to the difference between the Merger Consideration and the option exercise price multiplied by the number of vested options.

F2: This option vested fully on December 1, 2016.

Row 1 · 2021-11-23 · Disposition to issuer · Disposed 33,128 · Balance 0

F1: In connection with the consummation of the Merger, at the Effective Time, each issued and outstanding share of common stock, par value $0.0001 of the Company (the "Common Stock") that was held by the Company's stockholders, including the reporting person, was converted into the right to receive $48.25 in cash per Common Stock (the "Offer Price").

Row 2 · 2021-11-23 · Disposition to issuer · Disposed 5,385 · Balance 0

F2: In connection with the consummation of the Merger, at the Effective Time, each restricted stock unit to acquire shares of Common Stock ("Restricted Stock Unit") that was outstanding as of immediately prior to the Effective Time, whether vested or unvested, was automatically cancelled and converted into the right to receive (without interest) an amount in cash equal to the Offer Price, less applicable taxes required to be withheld with respect to such payment, as provided in the Merger Agreement. As of November 23, 2021, this included 5,385 Restricted Stock Units that are scheduled to vest on February 26, 2022.

Row 1 · 2021-06-15 · Disposition to issuer · Disposed 4,393 · Balance 0

F1: In accordance with the methodology and exchange ratio set for in the merger agreement between GrubHub Inc., Checkers Merger Sub I, Inc., Checkers Merger Sub II, Inc. and Just Eat Takeaway.com N.V. ("Parent"), as amended (the "Merger Agreement") dated June 10, 2020, these shares were exchanged for American Depositary Shares of Parent ("Parent ADSs").

Row 2 · 2021-06-15 · Disposition to issuer · Disposed 17,228 · Balance 0

F2: This option, which was fully vested and exercisable, was assumed by Parent and converted, in accordance with applicable law and the methodology and exchange ratio set forth in the Merger Agreement, into an option to acquire Parent ADSs.

Row 3 · 2021-06-15 · Disposition to issuer · Disposed 1,896 · Balance 0

F2: This option, which was fully vested and exercisable, was assumed by Parent and converted, in accordance with applicable law and the methodology and exchange ratio set forth in the Merger Agreement, into an option to acquire Parent ADSs.

Row 4 · 2021-06-15 · Disposition to issuer · Disposed 4,007 · Balance 0

F2: This option, which was fully vested and exercisable, was assumed by Parent and converted, in accordance with applicable law and the methodology and exchange ratio set forth in the Merger Agreement, into an option to acquire Parent ADSs.

Row 5 · 2021-06-15 · Disposition to issuer · Disposed 4,967 · Balance 0

F2: This option, which was fully vested and exercisable, was assumed by Parent and converted, in accordance with applicable law and the methodology and exchange ratio set forth in the Merger Agreement, into an option to acquire Parent ADSs.

Row 1 · 2021-10-05 · Disposition to issuer · Disposed 572 · Balance 0

F1: The securities were disposed of in connection with the acquisition of the Issuer by an affiliate of Thoma Bravo LP (the "Merger").

Row 2 · 2021-10-05 · Disposition to issuer · Disposed 5,000 · Balance 0

F1: The securities were disposed of in connection with the acquisition of the Issuer by an affiliate of Thoma Bravo LP (the "Merger").

F2: This option, which had previously fully vested, was canceled in the Merger in exchange for a cash payment of $1,183,600, representing the difference between the exercise price of the options and the market value of the underlying Stamps.com common stock at the effective time of the Merger ($330 per share).

Row 3 · 2021-10-05 · Disposition to issuer · Disposed 5,000 · Balance 0

F1: The securities were disposed of in connection with the acquisition of the Issuer by an affiliate of Thoma Bravo LP (the "Merger").

F3: This option, which had previously fully vested, was canceled in the Merger in exchange for a cash payment of $924,250, representing the difference between the exercise price of the options and the market value of the underlying Stamps.com common stock at the effective time of the Merger ($330 per share).

Row 4 · 2021-10-05 · Disposition to issuer · Disposed 5,000 · Balance 0

F1: The securities were disposed of in connection with the acquisition of the Issuer by an affiliate of Thoma Bravo LP (the "Merger").

F4: This option, which had previously fully vested, was canceled in the Merger in exchange for a cash payment of $315,250, representing the difference between the exercise price of the options and the market value of the underlying Stamps.com common stock at the effective time of the Merger ($330 per share).

Row 5 · 2021-10-05 · Disposition to issuer · Disposed 5,000 · Balance 0

F1: The securities were disposed of in connection with the acquisition of the Issuer by an affiliate of Thoma Bravo LP (the "Merger").

F5: This option, which had previously fully vested, was canceled in the Merger in exchange for a cash payment of $1,456,500, representing the difference between the exercise price of the options and the market value of the underlying Stamps.com common stock at the effective time of the Merger ($330 per share).

Row 6 · 2021-10-05 · Disposition to issuer · Disposed 5,000 · Balance 0

F1: The securities were disposed of in connection with the acquisition of the Issuer by an affiliate of Thoma Bravo LP (the "Merger").

F6: This option, which had previously fully vested, was canceled in the Merger in exchange for a cash payment of $730,500, representing the difference between the exercise price of the options and the market value of the underlying Stamps.com common stock at the effective time of the Merger ($330 per share).

Row 7 · 2021-10-05 · Disposition to issuer · Disposed 5,000 · Balance 0

F1: The securities were disposed of in connection with the acquisition of the Issuer by an affiliate of Thoma Bravo LP (the "Merger").

F7: This option, which had previously fully vested, was canceled in the Merger in exchange for a cash payment of $692,200, representing the difference between the exercise price of the options and the market value of the underlying Stamps.com common stock at the effective time of the Merger ($330 per share).

Row 1 · 2020-06-01 · Disposition to issuer · Disposed 19,949 · Balance 19,949

F1: On June 1, 2020, pursuant to the Agreement and Plan of Merger and Reorganization, dated as of December 18, 2019, as amended on January 31, 2020, by and among Xperi Corporation, a Delaware corporation ("Legacy Xperi"), TiVo Corporation, a Delaware corporation ("TiVo"), Xperi Holding Corporation (f/k/a XRAY-TWOLF HoldCo Corporation), a Delaware corporation ("Xperi Holding"), XRAY Merger Sub Corporation, a Delaware corporation ("XRAY Merger Sub"), and TWOLF Merger Sub Corporation, ("TWOLF Merger Sub"), XRAY Merger Sub merged with and into Legacy Xperi with Legacy Xperi as the surviving corporation (the "Xperi Merger"), and TWOLF Merger Sub merged with and into TiVo with TiVo as the surviving corporation (the "TiVo Merger" and, together with the Xperi Merger, the "Mergers"). At the effective time of the Mergers (the "Effective Time"), each share of Legacy Xperi common stock was automatically converted into one share of Xperi Holding common stock (continued in next footnote)

F2: and each share of TiVo common stock was automatically converted into 0.455 (the "TiVo Exchange Ratio") shares of Xperi Holding common stock (in addition to cash in lieu of fractional shares).