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Silver Lake Alpine Associates, L.P.

Disclosed activity across 6 companies

Tapewire entity
92826
SEC CIK
0001722976

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Reported relationships

Latest disclosed role at each company.

CompanyLast reported asReport datePublished
AMC ENTERTAINMENT HOLDINGS, INC.AMC · Entity 4413Director · 10% ownerJanuary 27, 2021January 29, 2021
EverCommerce Inc.EVCM · Entity 4719Director · 10% ownerMay 07, 2021July 08, 2021
Motorola Solutions, Inc.MSI · Entity 2943DirectorFebruary 14, 2024February 16, 2024

Disclosed balances

About these balances

Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.

AMC ENTERTAINMENT HOLDINGS, INC.

Report date January 27, 2021 · Filed January 29, 2021

Jointly reported with Silver Lake Group, L.L.C., SLAA (GP), L.L.C., SL Alpine Aggregator GP, L.L.C., SLA CM GP, L.L.C., SLA CM Avatar Holdings, L.P.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Class A Common StockSEC Table I · non-derivativeIndirectHeld through SLA CM Avatar Holdings, L.P.0 Last balance in matching sequence After 2021-01-27 transaction · row 11 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
11 source rows

Row 1 · 2021-01-27 · Exercise / conversion · Acquired 33,317,145 · Balance 33,317,145

F1: Represents the conversion of $450 million principal amount of 2.95% Convertible Senior Secured Notes due 2026 (the "2026 Convertible Notes") into shares of Class A Common Stock.

F2: Represents the approximate conversion price of the 2026 Convertible Notes, based on the current conversion rate of 74.0381 shares of Class A Common Stock per $1,000 principal amount of 2026 Convertible Notes, calculated pursuant to the Amended and Restated Indenture governing the 2026 Convertible Notes.

F3: These securities are held by SLA CM Avatar Holdings, L.P. ("SLA CM Avatar"). SLA CM GP, L.L.C. ("SLA CM GP") is the general partner of SLA CM Avatar. SL Alpine Aggregator GP, L.L.C. ("SLA CM LLC") is the sole member of SLA CM GP. Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM LLC. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP. Mr. Lee Wittlinger serves as a member of the board of directors of the Issuer and is a Managing Director of SLG. Each of SLA CM Avatar, SLA CM GP, SLA CM LLC, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

Row 2 · 2021-01-27 · Sale · Disposed 6,820,443 · Balance 26,496,702

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.55 to $14.545, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (5) - (14) of this Form 4.

F3: These securities are held by SLA CM Avatar Holdings, L.P. ("SLA CM Avatar"). SLA CM GP, L.L.C. ("SLA CM GP") is the general partner of SLA CM Avatar. SL Alpine Aggregator GP, L.L.C. ("SLA CM LLC") is the sole member of SLA CM GP. Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM LLC. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP. Mr. Lee Wittlinger serves as a member of the board of directors of the Issuer and is a Managing Director of SLG. Each of SLA CM Avatar, SLA CM GP, SLA CM LLC, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

Row 3 · 2021-01-27 · Sale · Disposed 8,097,734 · Balance 18,398,968

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.55 to $15.546, inclusive.

F3: These securities are held by SLA CM Avatar Holdings, L.P. ("SLA CM Avatar"). SLA CM GP, L.L.C. ("SLA CM GP") is the general partner of SLA CM Avatar. SL Alpine Aggregator GP, L.L.C. ("SLA CM LLC") is the sole member of SLA CM GP. Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM LLC. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP. Mr. Lee Wittlinger serves as a member of the board of directors of the Issuer and is a Managing Director of SLG. Each of SLA CM Avatar, SLA CM GP, SLA CM LLC, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

Row 4 · 2021-01-27 · Sale · Disposed 11,228,098 · Balance 7,170,870

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.55 to $16.545, inclusive.

F3: These securities are held by SLA CM Avatar Holdings, L.P. ("SLA CM Avatar"). SLA CM GP, L.L.C. ("SLA CM GP") is the general partner of SLA CM Avatar. SL Alpine Aggregator GP, L.L.C. ("SLA CM LLC") is the sole member of SLA CM GP. Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM LLC. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP. Mr. Lee Wittlinger serves as a member of the board of directors of the Issuer and is a Managing Director of SLG. Each of SLA CM Avatar, SLA CM GP, SLA CM LLC, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

Row 5 · 2021-01-27 · Sale · Disposed 4,122,269 · Balance 3,048,601

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.55 to $17.54, inclusive.

F3: These securities are held by SLA CM Avatar Holdings, L.P. ("SLA CM Avatar"). SLA CM GP, L.L.C. ("SLA CM GP") is the general partner of SLA CM Avatar. SL Alpine Aggregator GP, L.L.C. ("SLA CM LLC") is the sole member of SLA CM GP. Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM LLC. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP. Mr. Lee Wittlinger serves as a member of the board of directors of the Issuer and is a Managing Director of SLG. Each of SLA CM Avatar, SLA CM GP, SLA CM LLC, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

Row 6 · 2021-01-27 · Sale · Disposed 1,328 · Balance 3,047,273

F9: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.555 to $17.59, inclusive.

F3: These securities are held by SLA CM Avatar Holdings, L.P. ("SLA CM Avatar"). SLA CM GP, L.L.C. ("SLA CM GP") is the general partner of SLA CM Avatar. SL Alpine Aggregator GP, L.L.C. ("SLA CM LLC") is the sole member of SLA CM GP. Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM LLC. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP. Mr. Lee Wittlinger serves as a member of the board of directors of the Issuer and is a Managing Director of SLG. Each of SLA CM Avatar, SLA CM GP, SLA CM LLC, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

Row 7 · 2021-01-27 · Sale · Disposed 673,475 · Balance 2,373,798

F10: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.505 to $20.50, inclusive.

F3: These securities are held by SLA CM Avatar Holdings, L.P. ("SLA CM Avatar"). SLA CM GP, L.L.C. ("SLA CM GP") is the general partner of SLA CM Avatar. SL Alpine Aggregator GP, L.L.C. ("SLA CM LLC") is the sole member of SLA CM GP. Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM LLC. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP. Mr. Lee Wittlinger serves as a member of the board of directors of the Issuer and is a Managing Director of SLG. Each of SLA CM Avatar, SLA CM GP, SLA CM LLC, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

Row 8 · 2021-01-27 · Sale · Disposed 718,782 · Balance 1,655,016

F11: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.505 to $21.50, inclusive.

F3: These securities are held by SLA CM Avatar Holdings, L.P. ("SLA CM Avatar"). SLA CM GP, L.L.C. ("SLA CM GP") is the general partner of SLA CM Avatar. SL Alpine Aggregator GP, L.L.C. ("SLA CM LLC") is the sole member of SLA CM GP. Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM LLC. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP. Mr. Lee Wittlinger serves as a member of the board of directors of the Issuer and is a Managing Director of SLG. Each of SLA CM Avatar, SLA CM GP, SLA CM LLC, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

Row 9 · 2021-01-27 · Sale · Disposed 1,095,139 · Balance 559,877

F12: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.505 to $22.50, inclusive.

F3: These securities are held by SLA CM Avatar Holdings, L.P. ("SLA CM Avatar"). SLA CM GP, L.L.C. ("SLA CM GP") is the general partner of SLA CM Avatar. SL Alpine Aggregator GP, L.L.C. ("SLA CM LLC") is the sole member of SLA CM GP. Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM LLC. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP. Mr. Lee Wittlinger serves as a member of the board of directors of the Issuer and is a Managing Director of SLG. Each of SLA CM Avatar, SLA CM GP, SLA CM LLC, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

Row 10 · 2021-01-27 · Sale · Disposed 402,244 · Balance 157,633

F13: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.505 to $23.315, inclusive.

F3: These securities are held by SLA CM Avatar Holdings, L.P. ("SLA CM Avatar"). SLA CM GP, L.L.C. ("SLA CM GP") is the general partner of SLA CM Avatar. SL Alpine Aggregator GP, L.L.C. ("SLA CM LLC") is the sole member of SLA CM GP. Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM LLC. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP. Mr. Lee Wittlinger serves as a member of the board of directors of the Issuer and is a Managing Director of SLG. Each of SLA CM Avatar, SLA CM GP, SLA CM LLC, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

Row 11 · 2021-01-27 · Sale · Disposed 157,633 · Balance 0

F14: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.00 to $24.135, inclusive.

F3: These securities are held by SLA CM Avatar Holdings, L.P. ("SLA CM Avatar"). SLA CM GP, L.L.C. ("SLA CM GP") is the general partner of SLA CM Avatar. SL Alpine Aggregator GP, L.L.C. ("SLA CM LLC") is the sole member of SLA CM GP. Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM LLC. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP. Mr. Lee Wittlinger serves as a member of the board of directors of the Issuer and is a Managing Director of SLG. Each of SLA CM Avatar, SLA CM GP, SLA CM LLC, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

2.95% Convertible Senior Notes due 2026SEC Table II · derivative / convertible security · Conversion / exercise price $13.51IndirectHeld through SLA CM Avatar Holdings, L.P.Not disclosed Reported balance After 2021-01-27 transaction · row 12 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 12 · 2021-01-27 · Exercise / conversion · Disposed Not disclosed · Balance Not disclosed

F2: Represents the approximate conversion price of the 2026 Convertible Notes, based on the current conversion rate of 74.0381 shares of Class A Common Stock per $1,000 principal amount of 2026 Convertible Notes, calculated pursuant to the Amended and Restated Indenture governing the 2026 Convertible Notes.

F1: Represents the conversion of $450 million principal amount of 2.95% Convertible Senior Secured Notes due 2026 (the "2026 Convertible Notes") into shares of Class A Common Stock.

F4: The 2026 Convertible Notes were convertible into shares of Class A Common Stock until September 15, 2024 and were scheduled to mature on May 1, 2026, subject to earlier redemption, repurchase or conversion in accordance with their terms.

F3: These securities are held by SLA CM Avatar Holdings, L.P. ("SLA CM Avatar"). SLA CM GP, L.L.C. ("SLA CM GP") is the general partner of SLA CM Avatar. SL Alpine Aggregator GP, L.L.C. ("SLA CM LLC") is the sole member of SLA CM GP. Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM LLC. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP. Mr. Lee Wittlinger serves as a member of the board of directors of the Issuer and is a Managing Director of SLG. Each of SLA CM Avatar, SLA CM GP, SLA CM LLC, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

Filing footnotes · ownership attribution and instrument terms

F1: Represents the conversion of $450 million principal amount of 2.95% Convertible Senior Secured Notes due 2026 (the "2026 Convertible Notes") into shares of Class A Common Stock.

F2: Represents the approximate conversion price of the 2026 Convertible Notes, based on the current conversion rate of 74.0381 shares of Class A Common Stock per $1,000 principal amount of 2026 Convertible Notes, calculated pursuant to the Amended and Restated Indenture governing the 2026 Convertible Notes.

F3: These securities are held by SLA CM Avatar Holdings, L.P. ("SLA CM Avatar"). SLA CM GP, L.L.C. ("SLA CM GP") is the general partner of SLA CM Avatar. SL Alpine Aggregator GP, L.L.C. ("SLA CM LLC") is the sole member of SLA CM GP. Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM LLC. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP. Mr. Lee Wittlinger serves as a member of the board of directors of the Issuer and is a Managing Director of SLG. Each of SLA CM Avatar, SLA CM GP, SLA CM LLC, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

F4: The 2026 Convertible Notes were convertible into shares of Class A Common Stock until September 15, 2024 and were scheduled to mature on May 1, 2026, subject to earlier redemption, repurchase or conversion in accordance with their terms.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.55 to $14.545, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (5) - (14) of this Form 4.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.55 to $15.546, inclusive.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.55 to $16.545, inclusive.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.55 to $17.54, inclusive.

F9: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.555 to $17.59, inclusive.

F10: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.505 to $20.50, inclusive.

F11: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.505 to $21.50, inclusive.

F12: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.505 to $22.50, inclusive.

F13: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.505 to $23.315, inclusive.

F14: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.00 to $24.135, inclusive.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeIndirectHeld through SLA CM Eclipse Holdings, L.P.60,829,042 Last balance in matching sequence After 2021-07-06 transaction · row 5 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
3 source rows

Row 1 · 2021-06-30 · Grant · Acquired 4,358,390 · Balance 4,358,390

F1: Represents a purchase of Common Stock, par value $0.00001 per share ("Common Stock") of EverCommerce Inc. (the "Issuer") pursuant to a Purchase Agreement dated June 22, 2021, in a private placement from the Issuer.

F6: These securities were previously reported on a Form 3 filed by the Reporting Persons.

F2: These securities are directly held by SLA CM Eclipse Holdings, L.P. ("SLA Eclipse"). The general partner of SLA Eclipse is SLA CM GP, L.L.C. ("SLA CM GP") and the sole member of SLA CM GP is SL Alpine Aggregator GP, L.L.C. ("SLA CM Aggregator").

F4: Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM Aggregator and the general partner of SLA Co-Invest. The general partner of SLAA is SLAA (GP), L.L.C. ("SLAA GP"), the managing member of which is Silver Lake Group, L.L.C. ("SLG"). Joseph Osnoss serves as a director of the Issuer and managing member of SLG. Each of SLA Eclipse, SLA Co-Invest, SLA CM GP, SLA CM Aggregator, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

Row 3 · 2021-07-06 · Conversion · Acquired 52,648,162 · Balance 57,006,552

F5: The shares of Convertible Preferred Stock of the Issuer automatically converted on a one-for-one basis into Common Stock upon the closing of the Issuer's initial public offering.

F2: These securities are directly held by SLA CM Eclipse Holdings, L.P. ("SLA Eclipse"). The general partner of SLA Eclipse is SLA CM GP, L.L.C. ("SLA CM GP") and the sole member of SLA CM GP is SL Alpine Aggregator GP, L.L.C. ("SLA CM Aggregator").

F4: Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM Aggregator and the general partner of SLA Co-Invest. The general partner of SLAA is SLAA (GP), L.L.C. ("SLAA GP"), the managing member of which is Silver Lake Group, L.L.C. ("SLG"). Joseph Osnoss serves as a director of the Issuer and managing member of SLG. Each of SLA Eclipse, SLA Co-Invest, SLA CM GP, SLA CM Aggregator, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

Row 5 · 2021-07-06 · Conversion · Acquired 3,822,490 · Balance 60,829,042

F5: The shares of Convertible Preferred Stock of the Issuer automatically converted on a one-for-one basis into Common Stock upon the closing of the Issuer's initial public offering.

F1: Represents a purchase of Common Stock, par value $0.00001 per share ("Common Stock") of EverCommerce Inc. (the "Issuer") pursuant to a Purchase Agreement dated June 22, 2021, in a private placement from the Issuer.

F2: These securities are directly held by SLA CM Eclipse Holdings, L.P. ("SLA Eclipse"). The general partner of SLA Eclipse is SLA CM GP, L.L.C. ("SLA CM GP") and the sole member of SLA CM GP is SL Alpine Aggregator GP, L.L.C. ("SLA CM Aggregator").

F4: Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM Aggregator and the general partner of SLA Co-Invest. The general partner of SLAA is SLAA (GP), L.L.C. ("SLAA GP"), the managing member of which is Silver Lake Group, L.L.C. ("SLG"). Joseph Osnoss serves as a director of the Issuer and managing member of SLG. Each of SLA Eclipse, SLA Co-Invest, SLA CM GP, SLA CM Aggregator, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

Common StockSEC Table I · non-derivativeIndirectHeld through SLA Eclipse Co-Invest, L.P.6,256,099 Last balance in matching sequence After 2021-07-06 transaction · row 6 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
3 source rows

Row 2 · 2021-06-30 · Grant · Acquired 53,374 · Balance 53,374

F1: Represents a purchase of Common Stock, par value $0.00001 per share ("Common Stock") of EverCommerce Inc. (the "Issuer") pursuant to a Purchase Agreement dated June 22, 2021, in a private placement from the Issuer.

F6: These securities were previously reported on a Form 3 filed by the Reporting Persons.

F3: These securities are directly held by SLA Eclipse Co-Invest, L.P. ("SLA Co-Invest").

F4: Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM Aggregator and the general partner of SLA Co-Invest. The general partner of SLAA is SLAA (GP), L.L.C. ("SLAA GP"), the managing member of which is Silver Lake Group, L.L.C. ("SLG"). Joseph Osnoss serves as a director of the Issuer and managing member of SLG. Each of SLA Eclipse, SLA Co-Invest, SLA CM GP, SLA CM Aggregator, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

Row 4 · 2021-07-06 · Conversion · Acquired 6,096,644 · Balance 6,150,018

F5: The shares of Convertible Preferred Stock of the Issuer automatically converted on a one-for-one basis into Common Stock upon the closing of the Issuer's initial public offering.

F1: Represents a purchase of Common Stock, par value $0.00001 per share ("Common Stock") of EverCommerce Inc. (the "Issuer") pursuant to a Purchase Agreement dated June 22, 2021, in a private placement from the Issuer.

F3: These securities are directly held by SLA Eclipse Co-Invest, L.P. ("SLA Co-Invest").

F4: Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM Aggregator and the general partner of SLA Co-Invest. The general partner of SLAA is SLAA (GP), L.L.C. ("SLAA GP"), the managing member of which is Silver Lake Group, L.L.C. ("SLG"). Joseph Osnoss serves as a director of the Issuer and managing member of SLG. Each of SLA Eclipse, SLA Co-Invest, SLA CM GP, SLA CM Aggregator, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

Row 6 · 2021-07-06 · Conversion · Acquired 106,081 · Balance 6,256,099

F5: The shares of Convertible Preferred Stock of the Issuer automatically converted on a one-for-one basis into Common Stock upon the closing of the Issuer's initial public offering.

F1: Represents a purchase of Common Stock, par value $0.00001 per share ("Common Stock") of EverCommerce Inc. (the "Issuer") pursuant to a Purchase Agreement dated June 22, 2021, in a private placement from the Issuer.

F3: These securities are directly held by SLA Eclipse Co-Invest, L.P. ("SLA Co-Invest").

F4: Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM Aggregator and the general partner of SLA Co-Invest. The general partner of SLAA is SLAA (GP), L.L.C. ("SLAA GP"), the managing member of which is Silver Lake Group, L.L.C. ("SLG"). Joseph Osnoss serves as a director of the Issuer and managing member of SLG. Each of SLA Eclipse, SLA Co-Invest, SLA CM GP, SLA CM Aggregator, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

Series C Convertible Preferred StockSEC Table II · derivative / convertible securityIndirectHeld through SLA CM Eclipse Holdings, L.P.3,630,798 Reported balance After 2021-05-07 transaction · row 7 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 7 · 2021-05-07 · Grant · Acquired 3,630,798 · Balance 3,630,798

F5: The shares of Convertible Preferred Stock of the Issuer automatically converted on a one-for-one basis into Common Stock upon the closing of the Issuer's initial public offering.

F6: These securities were previously reported on a Form 3 filed by the Reporting Persons.

F2: These securities are directly held by SLA CM Eclipse Holdings, L.P. ("SLA Eclipse"). The general partner of SLA Eclipse is SLA CM GP, L.L.C. ("SLA CM GP") and the sole member of SLA CM GP is SL Alpine Aggregator GP, L.L.C. ("SLA CM Aggregator").

F4: Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM Aggregator and the general partner of SLA Co-Invest. The general partner of SLAA is SLAA (GP), L.L.C. ("SLAA GP"), the managing member of which is Silver Lake Group, L.L.C. ("SLG"). Joseph Osnoss serves as a director of the Issuer and managing member of SLG. Each of SLA Eclipse, SLA Co-Invest, SLA CM GP, SLA CM Aggregator, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

Series C Convertible Preferred StockSEC Table II · derivative / convertible securityIndirectHeld through SLA CM Eclipse Holdings, L.P.3,822,490 Reported balance After 2021-05-20 transaction · row 8 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 8 · 2021-05-20 · Grant · Acquired 191,692 · Balance 3,822,490

F5: The shares of Convertible Preferred Stock of the Issuer automatically converted on a one-for-one basis into Common Stock upon the closing of the Issuer's initial public offering.

F6: These securities were previously reported on a Form 3 filed by the Reporting Persons.

F2: These securities are directly held by SLA CM Eclipse Holdings, L.P. ("SLA Eclipse"). The general partner of SLA Eclipse is SLA CM GP, L.L.C. ("SLA CM GP") and the sole member of SLA CM GP is SL Alpine Aggregator GP, L.L.C. ("SLA CM Aggregator").

F4: Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM Aggregator and the general partner of SLA Co-Invest. The general partner of SLAA is SLAA (GP), L.L.C. ("SLAA GP"), the managing member of which is Silver Lake Group, L.L.C. ("SLG"). Joseph Osnoss serves as a director of the Issuer and managing member of SLG. Each of SLA Eclipse, SLA Co-Invest, SLA CM GP, SLA CM Aggregator, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

Series C Convertible Preferred StockSEC Table II · derivative / convertible securityIndirectHeld through SLA CM Eclipse Holdings, L.P.0 Reported balance After 2021-07-06 transaction · row 12 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 12 · 2021-07-06 · Conversion · Disposed 3,822,490 · Balance 0

F5: The shares of Convertible Preferred Stock of the Issuer automatically converted on a one-for-one basis into Common Stock upon the closing of the Issuer's initial public offering.

F2: These securities are directly held by SLA CM Eclipse Holdings, L.P. ("SLA Eclipse"). The general partner of SLA Eclipse is SLA CM GP, L.L.C. ("SLA CM GP") and the sole member of SLA CM GP is SL Alpine Aggregator GP, L.L.C. ("SLA CM Aggregator").

F4: Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM Aggregator and the general partner of SLA Co-Invest. The general partner of SLAA is SLAA (GP), L.L.C. ("SLAA GP"), the managing member of which is Silver Lake Group, L.L.C. ("SLG"). Joseph Osnoss serves as a director of the Issuer and managing member of SLG. Each of SLA Eclipse, SLA Co-Invest, SLA CM GP, SLA CM Aggregator, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

Series C Convertible Preferred StockSEC Table II · derivative / convertible securityIndirectHeld through SLA Eclipse Co-Invest, L.P.106,081 Reported balance After 2021-05-20 transaction · row 9 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 9 · 2021-05-20 · Grant · Acquired 106,081 · Balance 106,081

F5: The shares of Convertible Preferred Stock of the Issuer automatically converted on a one-for-one basis into Common Stock upon the closing of the Issuer's initial public offering.

F6: These securities were previously reported on a Form 3 filed by the Reporting Persons.

F3: These securities are directly held by SLA Eclipse Co-Invest, L.P. ("SLA Co-Invest").

F4: Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM Aggregator and the general partner of SLA Co-Invest. The general partner of SLAA is SLAA (GP), L.L.C. ("SLAA GP"), the managing member of which is Silver Lake Group, L.L.C. ("SLG"). Joseph Osnoss serves as a director of the Issuer and managing member of SLG. Each of SLA Eclipse, SLA Co-Invest, SLA CM GP, SLA CM Aggregator, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

Series C Convertible Preferred StockSEC Table II · derivative / convertible securityIndirectHeld through SLA Eclipse Co-Invest, L.P.0 Reported balance After 2021-07-06 transaction · row 13 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 13 · 2021-07-06 · Conversion · Disposed 106,081 · Balance 0

F5: The shares of Convertible Preferred Stock of the Issuer automatically converted on a one-for-one basis into Common Stock upon the closing of the Issuer's initial public offering.

F3: These securities are directly held by SLA Eclipse Co-Invest, L.P. ("SLA Co-Invest").

F4: Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM Aggregator and the general partner of SLA Co-Invest. The general partner of SLAA is SLAA (GP), L.L.C. ("SLAA GP"), the managing member of which is Silver Lake Group, L.L.C. ("SLG"). Joseph Osnoss serves as a director of the Issuer and managing member of SLG. Each of SLA Eclipse, SLA Co-Invest, SLA CM GP, SLA CM Aggregator, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

Series B Convertible Preferred StockSEC Table II · derivative / convertible securityIndirectHeld through SLA CM Eclipse Holdings, L.P.0 Reported balance After 2021-07-06 transaction · row 10 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 10 · 2021-07-06 · Conversion · Disposed 52,648,162 · Balance 0

F5: The shares of Convertible Preferred Stock of the Issuer automatically converted on a one-for-one basis into Common Stock upon the closing of the Issuer's initial public offering.

F2: These securities are directly held by SLA CM Eclipse Holdings, L.P. ("SLA Eclipse"). The general partner of SLA Eclipse is SLA CM GP, L.L.C. ("SLA CM GP") and the sole member of SLA CM GP is SL Alpine Aggregator GP, L.L.C. ("SLA CM Aggregator").

F4: Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM Aggregator and the general partner of SLA Co-Invest. The general partner of SLAA is SLAA (GP), L.L.C. ("SLAA GP"), the managing member of which is Silver Lake Group, L.L.C. ("SLG"). Joseph Osnoss serves as a director of the Issuer and managing member of SLG. Each of SLA Eclipse, SLA Co-Invest, SLA CM GP, SLA CM Aggregator, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

Series B Convertible Preferred StockSEC Table II · derivative / convertible securityIndirectHeld through SLA Eclipse Co-Invest, L.P.0 Reported balance After 2021-07-06 transaction · row 11 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 11 · 2021-07-06 · Conversion · Disposed 6,096,644 · Balance 0

F5: The shares of Convertible Preferred Stock of the Issuer automatically converted on a one-for-one basis into Common Stock upon the closing of the Issuer's initial public offering.

F3: These securities are directly held by SLA Eclipse Co-Invest, L.P. ("SLA Co-Invest").

F4: Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM Aggregator and the general partner of SLA Co-Invest. The general partner of SLAA is SLAA (GP), L.L.C. ("SLAA GP"), the managing member of which is Silver Lake Group, L.L.C. ("SLG"). Joseph Osnoss serves as a director of the Issuer and managing member of SLG. Each of SLA Eclipse, SLA Co-Invest, SLA CM GP, SLA CM Aggregator, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

Filing footnotes · ownership attribution and instrument terms

F1: Represents a purchase of Common Stock, par value $0.00001 per share ("Common Stock") of EverCommerce Inc. (the "Issuer") pursuant to a Purchase Agreement dated June 22, 2021, in a private placement from the Issuer.

F2: These securities are directly held by SLA CM Eclipse Holdings, L.P. ("SLA Eclipse"). The general partner of SLA Eclipse is SLA CM GP, L.L.C. ("SLA CM GP") and the sole member of SLA CM GP is SL Alpine Aggregator GP, L.L.C. ("SLA CM Aggregator").

F3: These securities are directly held by SLA Eclipse Co-Invest, L.P. ("SLA Co-Invest").

F4: Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM Aggregator and the general partner of SLA Co-Invest. The general partner of SLAA is SLAA (GP), L.L.C. ("SLAA GP"), the managing member of which is Silver Lake Group, L.L.C. ("SLG"). Joseph Osnoss serves as a director of the Issuer and managing member of SLG. Each of SLA Eclipse, SLA Co-Invest, SLA CM GP, SLA CM Aggregator, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

F5: The shares of Convertible Preferred Stock of the Issuer automatically converted on a one-for-one basis into Common Stock upon the closing of the Issuer's initial public offering.

F6: These securities were previously reported on a Form 3 filed by the Reporting Persons.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
1.75% Convertible Senior Notes due 2024SEC Table II · derivative / convertible security · Conversion / exercise price $200.63IndirectHeld through SLA CM Maverick Holdings, L.P.(0 Reported balance After 2024-02-14 transaction · row 1 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 1 · 2024-02-14 · Sale · Disposed Not disclosed · Balance 0

F1: This Form 4 is filed by SLA CM Maverick Holdings, L.P. ("SLA CM Maverick"), SLA CM GP, L.L.C. ("SLA CM GP"), SL Alpine Aggregator GP, L.L.C. ("SLA CM LLC"), Silver Lake Alpine Associates, L.P. ("SLAA"), SLAA (GP), L.L.C. ("SLAA GP"), Silver Lake Group, L.L.C. ("SLG" and collectively with SLA CM Maverick, SLA CM GP, SLA CM LLC, SLAA and SLAA GP, "Silver Lake") and Messrs. Egon Durban and Gregory Mondre. SLA CM GP is the general partner of SLA CM Maverick. SLA CM LLC is the sole member of SLA CM GP. SLAA is the managing member of SLA CM LLC. SLAA GP is the general partner of SLAA. SLG is the managing member of SLAA GP. Messrs. Durban and Mondre serve as members of the board of directors of Motorola Solutions, Inc. (the "Issuer") and as managing members of SLG. Each of SLA CM Maverick, SLA CM GP, SLA CM LLC, SLAA, SLAA GP and SLG may have been deemed to be a director by deputization of the Issuer.

F2: Represents the approximate conversion price of the Issuer's 1.75% Convertible Senior Notes due 2024 (the "2024 Convertible Notes"), based on the conversion rates calculated pursuant to the indenture governing the 2024 Convertible Notes.

F3: On February 14, 2024, SLA CM Maverick and the Issuer entered into a Convertible Notes Purchase Agreement pursuant to which the Issuer purchased $1 billion principal amount of 2024 Convertible Notes from SLA CM Maverick for cash consideration of $1,592,706,400. The number of shares of common stock of the Issuer ("Common Stock") underlying the $1 billion principal amount of 2024 Convertible Notes sold to the Issuer was approximately 4,984,300, based on the current conversion rate of 4.9843 shares of Common Stock, and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of 2024 Convertible Notes, as calculated pursuant to the terms of the indenture governing the 2024 Notes.

F4: In accordance with an Investment Agreement with the Issuer, dated September 5, 2019, SLA CM Maverick was restricted from converting the 2024 Convertible Notes prior to September 5, 2021.

F5: The 2024 Convertible Notes mature on September 15, 2024, subject to earlier repurchase or conversion in accordance with their terms.

F6: This number represents the number of shares of Common Stock issuable upon conversion of the $1 billion principal amount of the 2024 Convertible Notes if the Issuer were to elect to settle its conversion obligation solely through shares of Common Stock by delivering a number of shares of Common Stock at the conversion rate of 4.9843 shares of Common Stock, and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of 2024 Convertible Notes. The conversion rate was subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of an indenture governing the 2024 Convertible Notes.

Filing footnotes · ownership attribution and instrument terms

F1: This Form 4 is filed by SLA CM Maverick Holdings, L.P. ("SLA CM Maverick"), SLA CM GP, L.L.C. ("SLA CM GP"), SL Alpine Aggregator GP, L.L.C. ("SLA CM LLC"), Silver Lake Alpine Associates, L.P. ("SLAA"), SLAA (GP), L.L.C. ("SLAA GP"), Silver Lake Group, L.L.C. ("SLG" and collectively with SLA CM Maverick, SLA CM GP, SLA CM LLC, SLAA and SLAA GP, "Silver Lake") and Messrs. Egon Durban and Gregory Mondre. SLA CM GP is the general partner of SLA CM Maverick. SLA CM LLC is the sole member of SLA CM GP. SLAA is the managing member of SLA CM LLC. SLAA GP is the general partner of SLAA. SLG is the managing member of SLAA GP. Messrs. Durban and Mondre serve as members of the board of directors of Motorola Solutions, Inc. (the "Issuer") and as managing members of SLG. Each of SLA CM Maverick, SLA CM GP, SLA CM LLC, SLAA, SLAA GP and SLG may have been deemed to be a director by deputization of the Issuer.

F2: Represents the approximate conversion price of the Issuer's 1.75% Convertible Senior Notes due 2024 (the "2024 Convertible Notes"), based on the conversion rates calculated pursuant to the indenture governing the 2024 Convertible Notes.

F3: On February 14, 2024, SLA CM Maverick and the Issuer entered into a Convertible Notes Purchase Agreement pursuant to which the Issuer purchased $1 billion principal amount of 2024 Convertible Notes from SLA CM Maverick for cash consideration of $1,592,706,400. The number of shares of common stock of the Issuer ("Common Stock") underlying the $1 billion principal amount of 2024 Convertible Notes sold to the Issuer was approximately 4,984,300, based on the current conversion rate of 4.9843 shares of Common Stock, and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of 2024 Convertible Notes, as calculated pursuant to the terms of the indenture governing the 2024 Notes.

F4: In accordance with an Investment Agreement with the Issuer, dated September 5, 2019, SLA CM Maverick was restricted from converting the 2024 Convertible Notes prior to September 5, 2021.

F5: The 2024 Convertible Notes mature on September 15, 2024, subject to earlier repurchase or conversion in accordance with their terms.

F6: This number represents the number of shares of Common Stock issuable upon conversion of the $1 billion principal amount of the 2024 Convertible Notes if the Issuer were to elect to settle its conversion obligation solely through shares of Common Stock by delivering a number of shares of Common Stock at the conversion rate of 4.9843 shares of Common Stock, and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of 2024 Convertible Notes. The conversion rate was subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of an indenture governing the 2024 Convertible Notes.

Past disclosures · reporting ended (3)

No longer tracked through insider filings. These historical balances do not imply present ownership or a zero position.

Section 16 reporting ended · disclosed 2021-10-19. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeIndirectHeld through SLA CM Chicago Holdings, L.P.0 Last balance in matching sequence After 2021-10-15 transaction · row 2 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rows

Row 1 · 2021-10-15 · Exercise / conversion · Acquired 5,496,771 · Balance 5,496,771

F1: On October 15, 2021, pursuant to the terms of an Agreement and Plan (the "Merger Agreement"), an affiliate of Clearlake Capital Group, L.P. ("Clearlake") merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and an indirect wholly-owned subsidiary of Clearlake. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.0001 per share, of the Issuer ("Common Stock") outstanding was converted into the right to receive $57.50 per share in cash, without interest and subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by directors of the Issuer were converted into the right to receive an amount in cash equal to the product of the number of shares subject to such award multiplied by the Merger Consideration.

F2: In connection with the Merger, the 5.75% Convertible Senior Notes ("Convertible Notes"), held by the Reporting Persons were automatically converted into an amount of cash equal to the product of the number of shares issuable upon conversion of the principal amount thereof, based on a conversion rate of 23.8095 per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $42.00 per share of Common Stock), as adjusted pursuant to the terms of the Indenture governing the Convertible Notes, multiplied by the Merger Consideration, plus accrued and unpaid interest.

F3: These securities were held by SLA CM Chicago Holdings, L.P. ("SLA CM Chicago"). SLA CM GP, L.L.C. ("SLA CM GP") is the general partner of SLA CM Chicago. SL Alpine Aggregator GP, L.L.C. ("SLA CM LLC") is the sole member of SLA CM GP. Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM LLC. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA.

F5: Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP and Co-Invest GP. Mr. Joseph Osnoss served as a member of the board of directors of the Issuer and is a Managing Director of SLG. Each of SLA CM Chicago, SLA CM GP, SLA CM LLC, Co-Invest, Co-Invest GP, SLAA, SLAA GP and SLG may have been deemed to be a director by deputization of the Issuer.

Row 2 · 2021-10-15 · Disposition to issuer · Disposed 5,496,771 · Balance 0

F1: On October 15, 2021, pursuant to the terms of an Agreement and Plan (the "Merger Agreement"), an affiliate of Clearlake Capital Group, L.P. ("Clearlake") merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and an indirect wholly-owned subsidiary of Clearlake. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.0001 per share, of the Issuer ("Common Stock") outstanding was converted into the right to receive $57.50 per share in cash, without interest and subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by directors of the Issuer were converted into the right to receive an amount in cash equal to the product of the number of shares subject to such award multiplied by the Merger Consideration.

F2: In connection with the Merger, the 5.75% Convertible Senior Notes ("Convertible Notes"), held by the Reporting Persons were automatically converted into an amount of cash equal to the product of the number of shares issuable upon conversion of the principal amount thereof, based on a conversion rate of 23.8095 per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $42.00 per share of Common Stock), as adjusted pursuant to the terms of the Indenture governing the Convertible Notes, multiplied by the Merger Consideration, plus accrued and unpaid interest.

F3: These securities were held by SLA CM Chicago Holdings, L.P. ("SLA CM Chicago"). SLA CM GP, L.L.C. ("SLA CM GP") is the general partner of SLA CM Chicago. SL Alpine Aggregator GP, L.L.C. ("SLA CM LLC") is the sole member of SLA CM GP. Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM LLC. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA.

F5: Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP and Co-Invest GP. Mr. Joseph Osnoss served as a member of the board of directors of the Issuer and is a Managing Director of SLG. Each of SLA CM Chicago, SLA CM GP, SLA CM LLC, Co-Invest, Co-Invest GP, SLAA, SLAA GP and SLG may have been deemed to be a director by deputization of the Issuer.

Common StockSEC Table I · non-derivativeIndirectHeld through SLA Chicago Co-Invest II, L.P.0 Last balance in matching sequence After 2021-10-15 transaction · row 4 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rows

Row 3 · 2021-10-15 · Exercise / conversion · Acquired 1,908,085 · Balance 1,908,085

F1: On October 15, 2021, pursuant to the terms of an Agreement and Plan (the "Merger Agreement"), an affiliate of Clearlake Capital Group, L.P. ("Clearlake") merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and an indirect wholly-owned subsidiary of Clearlake. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.0001 per share, of the Issuer ("Common Stock") outstanding was converted into the right to receive $57.50 per share in cash, without interest and subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by directors of the Issuer were converted into the right to receive an amount in cash equal to the product of the number of shares subject to such award multiplied by the Merger Consideration.

F2: In connection with the Merger, the 5.75% Convertible Senior Notes ("Convertible Notes"), held by the Reporting Persons were automatically converted into an amount of cash equal to the product of the number of shares issuable upon conversion of the principal amount thereof, based on a conversion rate of 23.8095 per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $42.00 per share of Common Stock), as adjusted pursuant to the terms of the Indenture governing the Convertible Notes, multiplied by the Merger Consideration, plus accrued and unpaid interest.

F4: These securities were directly held by SLA Chicago Co-Invest II, L.P. ("Co-Invest"). SLA Co-Invest, GP, L.L.C., ("Co-Invest GP") is the general partner of Co-Invest.

F5: Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP and Co-Invest GP. Mr. Joseph Osnoss served as a member of the board of directors of the Issuer and is a Managing Director of SLG. Each of SLA CM Chicago, SLA CM GP, SLA CM LLC, Co-Invest, Co-Invest GP, SLAA, SLAA GP and SLG may have been deemed to be a director by deputization of the Issuer.

Row 4 · 2021-10-15 · Disposition to issuer · Disposed 1,908,085 · Balance 0

F1: On October 15, 2021, pursuant to the terms of an Agreement and Plan (the "Merger Agreement"), an affiliate of Clearlake Capital Group, L.P. ("Clearlake") merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and an indirect wholly-owned subsidiary of Clearlake. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.0001 per share, of the Issuer ("Common Stock") outstanding was converted into the right to receive $57.50 per share in cash, without interest and subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by directors of the Issuer were converted into the right to receive an amount in cash equal to the product of the number of shares subject to such award multiplied by the Merger Consideration.

F2: In connection with the Merger, the 5.75% Convertible Senior Notes ("Convertible Notes"), held by the Reporting Persons were automatically converted into an amount of cash equal to the product of the number of shares issuable upon conversion of the principal amount thereof, based on a conversion rate of 23.8095 per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $42.00 per share of Common Stock), as adjusted pursuant to the terms of the Indenture governing the Convertible Notes, multiplied by the Merger Consideration, plus accrued and unpaid interest.

F4: These securities were directly held by SLA Chicago Co-Invest II, L.P. ("Co-Invest"). SLA Co-Invest, GP, L.L.C., ("Co-Invest GP") is the general partner of Co-Invest.

F5: Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP and Co-Invest GP. Mr. Joseph Osnoss served as a member of the board of directors of the Issuer and is a Managing Director of SLG. Each of SLA CM Chicago, SLA CM GP, SLA CM LLC, Co-Invest, Co-Invest GP, SLAA, SLAA GP and SLG may have been deemed to be a director by deputization of the Issuer.

Common StockSEC Table I · non-derivativeIndirectSee footnote0 Reported balance After 2021-10-15 transaction · row 5 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 5 · 2021-10-15 · Disposition to issuer · Disposed 30,360 · Balance 0

F1: On October 15, 2021, pursuant to the terms of an Agreement and Plan (the "Merger Agreement"), an affiliate of Clearlake Capital Group, L.P. ("Clearlake") merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and an indirect wholly-owned subsidiary of Clearlake. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.0001 per share, of the Issuer ("Common Stock") outstanding was converted into the right to receive $57.50 per share in cash, without interest and subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by directors of the Issuer were converted into the right to receive an amount in cash equal to the product of the number of shares subject to such award multiplied by the Merger Consideration.

F6: These securities were held by Mr. Osnoss for the benefit of Silver Lake Technology Management, L.L.C., certain of its affiliates or certain of the funds they manage ("Silver Lake"). Mr. Osnoss served as a director of the Issuer. Pursuant to Silver Lake's policies with respect to director compensation, upon the sale of these securities, the proceeds from such sale are expected to be remitted to Silver Lake and/or its limited partners. Mr. Osnoss, through his role at Silver Lake, may have been deemed to have an indirect interest in the securities reported herein.

5.75% Convertible Senior Notes due 2023SEC Table II · derivative / convertible securityIndirectHeld through SLA CM Chicago Holdings, L.P.0 Reported balance After 2021-10-15 transaction · row 6 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 6 · 2021-10-15 · Exercise / conversion · Disposed 218,242,000 · Balance 0

F1: On October 15, 2021, pursuant to the terms of an Agreement and Plan (the "Merger Agreement"), an affiliate of Clearlake Capital Group, L.P. ("Clearlake") merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and an indirect wholly-owned subsidiary of Clearlake. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.0001 per share, of the Issuer ("Common Stock") outstanding was converted into the right to receive $57.50 per share in cash, without interest and subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by directors of the Issuer were converted into the right to receive an amount in cash equal to the product of the number of shares subject to such award multiplied by the Merger Consideration.

F2: In connection with the Merger, the 5.75% Convertible Senior Notes ("Convertible Notes"), held by the Reporting Persons were automatically converted into an amount of cash equal to the product of the number of shares issuable upon conversion of the principal amount thereof, based on a conversion rate of 23.8095 per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $42.00 per share of Common Stock), as adjusted pursuant to the terms of the Indenture governing the Convertible Notes, multiplied by the Merger Consideration, plus accrued and unpaid interest.

F7: Prior to the consummation of the Merger, the Convertible Notes were scheduled to mature on March 17, 2023, subject to earlier repurchase or conversion in accordance with their terms.

F3: These securities were held by SLA CM Chicago Holdings, L.P. ("SLA CM Chicago"). SLA CM GP, L.L.C. ("SLA CM GP") is the general partner of SLA CM Chicago. SL Alpine Aggregator GP, L.L.C. ("SLA CM LLC") is the sole member of SLA CM GP. Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM LLC. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA.

F5: Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP and Co-Invest GP. Mr. Joseph Osnoss served as a member of the board of directors of the Issuer and is a Managing Director of SLG. Each of SLA CM Chicago, SLA CM GP, SLA CM LLC, Co-Invest, Co-Invest GP, SLAA, SLAA GP and SLG may have been deemed to be a director by deputization of the Issuer.

5.75% Convertible Senior Notes due 2023SEC Table II · derivative / convertible securityIndirectHeld through SLA Chicago Co-Invest II, L.P.0 Reported balance After 2021-10-15 transaction · row 7 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 7 · 2021-10-15 · Exercise / conversion · Disposed 75,758,000 · Balance 0

F1: On October 15, 2021, pursuant to the terms of an Agreement and Plan (the "Merger Agreement"), an affiliate of Clearlake Capital Group, L.P. ("Clearlake") merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and an indirect wholly-owned subsidiary of Clearlake. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.0001 per share, of the Issuer ("Common Stock") outstanding was converted into the right to receive $57.50 per share in cash, without interest and subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by directors of the Issuer were converted into the right to receive an amount in cash equal to the product of the number of shares subject to such award multiplied by the Merger Consideration.

F2: In connection with the Merger, the 5.75% Convertible Senior Notes ("Convertible Notes"), held by the Reporting Persons were automatically converted into an amount of cash equal to the product of the number of shares issuable upon conversion of the principal amount thereof, based on a conversion rate of 23.8095 per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $42.00 per share of Common Stock), as adjusted pursuant to the terms of the Indenture governing the Convertible Notes, multiplied by the Merger Consideration, plus accrued and unpaid interest.

F7: Prior to the consummation of the Merger, the Convertible Notes were scheduled to mature on March 17, 2023, subject to earlier repurchase or conversion in accordance with their terms.

F4: These securities were directly held by SLA Chicago Co-Invest II, L.P. ("Co-Invest"). SLA Co-Invest, GP, L.L.C., ("Co-Invest GP") is the general partner of Co-Invest.

F5: Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP and Co-Invest GP. Mr. Joseph Osnoss served as a member of the board of directors of the Issuer and is a Managing Director of SLG. Each of SLA CM Chicago, SLA CM GP, SLA CM LLC, Co-Invest, Co-Invest GP, SLAA, SLAA GP and SLG may have been deemed to be a director by deputization of the Issuer.

Filing footnotes · ownership attribution and instrument terms

F1: On October 15, 2021, pursuant to the terms of an Agreement and Plan (the "Merger Agreement"), an affiliate of Clearlake Capital Group, L.P. ("Clearlake") merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and an indirect wholly-owned subsidiary of Clearlake. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.0001 per share, of the Issuer ("Common Stock") outstanding was converted into the right to receive $57.50 per share in cash, without interest and subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by directors of the Issuer were converted into the right to receive an amount in cash equal to the product of the number of shares subject to such award multiplied by the Merger Consideration.

F2: In connection with the Merger, the 5.75% Convertible Senior Notes ("Convertible Notes"), held by the Reporting Persons were automatically converted into an amount of cash equal to the product of the number of shares issuable upon conversion of the principal amount thereof, based on a conversion rate of 23.8095 per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $42.00 per share of Common Stock), as adjusted pursuant to the terms of the Indenture governing the Convertible Notes, multiplied by the Merger Consideration, plus accrued and unpaid interest.

F3: These securities were held by SLA CM Chicago Holdings, L.P. ("SLA CM Chicago"). SLA CM GP, L.L.C. ("SLA CM GP") is the general partner of SLA CM Chicago. SL Alpine Aggregator GP, L.L.C. ("SLA CM LLC") is the sole member of SLA CM GP. Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM LLC. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA.

F4: These securities were directly held by SLA Chicago Co-Invest II, L.P. ("Co-Invest"). SLA Co-Invest, GP, L.L.C., ("Co-Invest GP") is the general partner of Co-Invest.

F5: Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP and Co-Invest GP. Mr. Joseph Osnoss served as a member of the board of directors of the Issuer and is a Managing Director of SLG. Each of SLA CM Chicago, SLA CM GP, SLA CM LLC, Co-Invest, Co-Invest GP, SLAA, SLAA GP and SLG may have been deemed to be a director by deputization of the Issuer.

F6: These securities were held by Mr. Osnoss for the benefit of Silver Lake Technology Management, L.L.C., certain of its affiliates or certain of the funds they manage ("Silver Lake"). Mr. Osnoss served as a director of the Issuer. Pursuant to Silver Lake's policies with respect to director compensation, upon the sale of these securities, the proceeds from such sale are expected to be remitted to Silver Lake and/or its limited partners. Mr. Osnoss, through his role at Silver Lake, may have been deemed to have an indirect interest in the securities reported herein.

F7: Prior to the consummation of the Merger, the Convertible Notes were scheduled to mature on March 17, 2023, subject to earlier repurchase or conversion in accordance with their terms.

Section 16 reporting ended · disclosed 2024-03-20. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeIndirectSee Footnote0 Reported balance After 2024-03-18 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2024-03-18 · Disposition to issuer · Disposed 9,798 · Balance 0

F1: On March 18, 2024, pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), Spirit Merger Corp. merged with and into Splunk Inc. (the "Issuer"), with the Issuer continuing as the surviving corporation and a subsidiary of Cisco Systems, Inc. (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock of the Issuer ("Common Stock") outstanding was converted into the right to receive $ 157.00 per share in cash, subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by a non-employee member of the board of directors of the Issuer was converted into the right to receive an amount in cash, without interest, equal to the product of the number of shares subject to such award multiplied by the Merger Consideration. Mr. Kenneth Hao resigned from the board of directors of the Issuer effective upon closing of the Merger.

F2: Includes 1,616 restricted stock units which were canceled in connection with the Merger and converted into the right to receive an amount of cash equal to the product of the number of shares subject to such restricted stock unit multiplied by the Merger Consideration.

F3: These securities were held by Mr. Hao for the benefit of Silver Lake Technology Management, L.L.C., certain of its affiliates, and certain of the funds they manage ("Silver Lake"). Mr. Hao served as a member of the board of directors of the Issuer. Pursuant to Mr. Hao's arrangement with Silver Lake with respect to director compensation, upon the sale of these securities, the proceeds from such sale(s) are expected to be remitted to Silver Lake and/or its limited partners.

Common StockSEC Table I · non-derivativeIndirectSee Footnote0 Reported balance After 2024-03-18 transaction · row 2 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 2 · 2024-03-18 · Disposition to issuer · Disposed 15 · Balance 0

F1: On March 18, 2024, pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), Spirit Merger Corp. merged with and into Splunk Inc. (the "Issuer"), with the Issuer continuing as the surviving corporation and a subsidiary of Cisco Systems, Inc. (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock of the Issuer ("Common Stock") outstanding was converted into the right to receive $ 157.00 per share in cash, subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by a non-employee member of the board of directors of the Issuer was converted into the right to receive an amount in cash, without interest, equal to the product of the number of shares subject to such award multiplied by the Merger Consideration. Mr. Kenneth Hao resigned from the board of directors of the Issuer effective upon closing of the Merger.

F4: These securities are held by a trust for the benefit of Mr. Hao's family.

0.75% Convertible Senior Notes due 2026SEC Table II · derivative / convertible securityIndirectHeld through SLP Spark Holdings, L.P.Not disclosed Reported balance After 2024-03-18 transaction · row 3 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 3 · 2024-03-18 · Disposition to issuer · Disposed Not disclosed · Balance Not disclosed

F1: On March 18, 2024, pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), Spirit Merger Corp. merged with and into Splunk Inc. (the "Issuer"), with the Issuer continuing as the surviving corporation and a subsidiary of Cisco Systems, Inc. (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock of the Issuer ("Common Stock") outstanding was converted into the right to receive $ 157.00 per share in cash, subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by a non-employee member of the board of directors of the Issuer was converted into the right to receive an amount in cash, without interest, equal to the product of the number of shares subject to such award multiplied by the Merger Consideration. Mr. Kenneth Hao resigned from the board of directors of the Issuer effective upon closing of the Merger.

F5: Following the Merger, the 0.75% Convertible Senior Notes due 2026 ("Convertible Notes") are no longer convertible into shares of Common Stock, but instead automatically became convertible into an amount of cash equal to the product of the number of shares issuable upon conversion of the principal amount thereof, based on a conversion rate of 6.2500 per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $160.00 per share of Common Stock), as adjusted pursuant to the terms of the Indenture governing the Convertible Notes to reflect the increase in the conversion rate applicable to the Convertible Notes surrendered in connection with a make-whole fundamental change, multiplied by the Merger Consideration.

F6: The Convertible Notes mature on July 15, 2026, subject to earlier redemption, repurchase or conversion in accordance with their terms. On March 19, 2024 the Convertible Notes were converted and an aggregate of $832,376,320 and $208,094,080 were received by SLP Spark Holdings, L.P. and SLA Spark Holdings, L.P., respectively.

F7: Represents securities held by SLP Spark Holdings, L.P. ("SLP Spark"). SLP Spark GP, L.L.C. ("SLP Spark GP") is the general partner of SLP Spark. SLP Spark Aggregator, L.P. ("SLP Aggregator") is the managing member of SLP Spark GP. SLP VI Aggregator GP, L.L.C. ("SLP VI GP") is the general partner of SLP Aggregator. Silver Lake Technology Associates VI, L.P. ("SLTA VI") is the managing member of SLP VI GP. SLTA VI (GP), L.L.C. ("SLTA VI GP") is the general partner of SLTA VI.

F9: Silver Lake Group, L.L.C. ("SLG") is the managing member of each of SLTA VI and SLAA. Mr. Kenneth Hao served as a member of the board of directors of the Issuer and serves as Chairman and Managing Member of SLG. Each of SLP Spark, SLP Spark GP, SLP Aggregator, SLP VI GP, SLTA VI, SLTA VI GP, SLA Spark, SLA Spark GP, SLA Aggregator, SLA GP, SLAA, SLAA GP and SLG may have been deemed to be a director by deputization of the Issuer.

0.75% Convertible Senior Notes due 2026SEC Table II · derivative / convertible securityIndirectHeld through SLA Spark Holdings, L.P.Not disclosed Reported balance After 2024-03-18 transaction · row 4 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 4 · 2024-03-18 · Disposition to issuer · Disposed Not disclosed · Balance Not disclosed

F1: On March 18, 2024, pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), Spirit Merger Corp. merged with and into Splunk Inc. (the "Issuer"), with the Issuer continuing as the surviving corporation and a subsidiary of Cisco Systems, Inc. (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock of the Issuer ("Common Stock") outstanding was converted into the right to receive $ 157.00 per share in cash, subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by a non-employee member of the board of directors of the Issuer was converted into the right to receive an amount in cash, without interest, equal to the product of the number of shares subject to such award multiplied by the Merger Consideration. Mr. Kenneth Hao resigned from the board of directors of the Issuer effective upon closing of the Merger.

F5: Following the Merger, the 0.75% Convertible Senior Notes due 2026 ("Convertible Notes") are no longer convertible into shares of Common Stock, but instead automatically became convertible into an amount of cash equal to the product of the number of shares issuable upon conversion of the principal amount thereof, based on a conversion rate of 6.2500 per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $160.00 per share of Common Stock), as adjusted pursuant to the terms of the Indenture governing the Convertible Notes to reflect the increase in the conversion rate applicable to the Convertible Notes surrendered in connection with a make-whole fundamental change, multiplied by the Merger Consideration.

F6: The Convertible Notes mature on July 15, 2026, subject to earlier redemption, repurchase or conversion in accordance with their terms. On March 19, 2024 the Convertible Notes were converted and an aggregate of $832,376,320 and $208,094,080 were received by SLP Spark Holdings, L.P. and SLA Spark Holdings, L.P., respectively.

F8: Represents securities held by SLA Spark Holdings, L.P. ("SLA Spark"). SLA Spark GP, L.L.C. ("SLA Spark GP") is the general partner of SLA Spark. SLA Spark Aggregator, L.P. ("SLA Aggregator") is the managing member of SLA Spark GP. SL Alpine Aggregator GP, L.L.C. ("SLA GP") is the general partner of SLA Aggregator. Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA GP. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA.

F9: Silver Lake Group, L.L.C. ("SLG") is the managing member of each of SLTA VI and SLAA. Mr. Kenneth Hao served as a member of the board of directors of the Issuer and serves as Chairman and Managing Member of SLG. Each of SLP Spark, SLP Spark GP, SLP Aggregator, SLP VI GP, SLTA VI, SLTA VI GP, SLA Spark, SLA Spark GP, SLA Aggregator, SLA GP, SLAA, SLAA GP and SLG may have been deemed to be a director by deputization of the Issuer.

Filing footnotes · ownership attribution and instrument terms

F1: On March 18, 2024, pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), Spirit Merger Corp. merged with and into Splunk Inc. (the "Issuer"), with the Issuer continuing as the surviving corporation and a subsidiary of Cisco Systems, Inc. (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock of the Issuer ("Common Stock") outstanding was converted into the right to receive $ 157.00 per share in cash, subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by a non-employee member of the board of directors of the Issuer was converted into the right to receive an amount in cash, without interest, equal to the product of the number of shares subject to such award multiplied by the Merger Consideration. Mr. Kenneth Hao resigned from the board of directors of the Issuer effective upon closing of the Merger.

F2: Includes 1,616 restricted stock units which were canceled in connection with the Merger and converted into the right to receive an amount of cash equal to the product of the number of shares subject to such restricted stock unit multiplied by the Merger Consideration.

F3: These securities were held by Mr. Hao for the benefit of Silver Lake Technology Management, L.L.C., certain of its affiliates, and certain of the funds they manage ("Silver Lake"). Mr. Hao served as a member of the board of directors of the Issuer. Pursuant to Mr. Hao's arrangement with Silver Lake with respect to director compensation, upon the sale of these securities, the proceeds from such sale(s) are expected to be remitted to Silver Lake and/or its limited partners.

F4: These securities are held by a trust for the benefit of Mr. Hao's family.

F5: Following the Merger, the 0.75% Convertible Senior Notes due 2026 ("Convertible Notes") are no longer convertible into shares of Common Stock, but instead automatically became convertible into an amount of cash equal to the product of the number of shares issuable upon conversion of the principal amount thereof, based on a conversion rate of 6.2500 per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $160.00 per share of Common Stock), as adjusted pursuant to the terms of the Indenture governing the Convertible Notes to reflect the increase in the conversion rate applicable to the Convertible Notes surrendered in connection with a make-whole fundamental change, multiplied by the Merger Consideration.

F6: The Convertible Notes mature on July 15, 2026, subject to earlier redemption, repurchase or conversion in accordance with their terms. On March 19, 2024 the Convertible Notes were converted and an aggregate of $832,376,320 and $208,094,080 were received by SLP Spark Holdings, L.P. and SLA Spark Holdings, L.P., respectively.

F7: Represents securities held by SLP Spark Holdings, L.P. ("SLP Spark"). SLP Spark GP, L.L.C. ("SLP Spark GP") is the general partner of SLP Spark. SLP Spark Aggregator, L.P. ("SLP Aggregator") is the managing member of SLP Spark GP. SLP VI Aggregator GP, L.L.C. ("SLP VI GP") is the general partner of SLP Aggregator. Silver Lake Technology Associates VI, L.P. ("SLTA VI") is the managing member of SLP VI GP. SLTA VI (GP), L.L.C. ("SLTA VI GP") is the general partner of SLTA VI.

F8: Represents securities held by SLA Spark Holdings, L.P. ("SLA Spark"). SLA Spark GP, L.L.C. ("SLA Spark GP") is the general partner of SLA Spark. SLA Spark Aggregator, L.P. ("SLA Aggregator") is the managing member of SLA Spark GP. SL Alpine Aggregator GP, L.L.C. ("SLA GP") is the general partner of SLA Aggregator. Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA GP. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA.

F9: Silver Lake Group, L.L.C. ("SLG") is the managing member of each of SLTA VI and SLAA. Mr. Kenneth Hao served as a member of the board of directors of the Issuer and serves as Chairman and Managing Member of SLG. Each of SLP Spark, SLP Spark GP, SLP Aggregator, SLP VI GP, SLTA VI, SLTA VI GP, SLA Spark, SLA Spark GP, SLA Aggregator, SLA GP, SLAA, SLAA GP and SLG may have been deemed to be a director by deputization of the Issuer.

Section 16 reporting ended · disclosed 2022-10-31. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeIndirectHeld through Silver Lake Partners V DE (AIV V), L.P.0 Reported balance After 2022-10-27 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2022-10-27 · Disposition to issuer · Disposed 2,074,800 · Balance 0

F1: On October 27, 2022, pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), X Holdings II, Inc. merged with and into Twitter, Inc. (the "Issuer"), with the Issuer continuing as the surviving corporation and a subsidiary of X Holdings I, Inc. (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock of the Issuer ("Common Stock") outstanding was converted into the right to receive $54.20 per share in cash, without interest and subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by a non-employee member of the board of directors of the Issuer was converted into the right to receive an amount in cash, without interest, equal to the product of the number of shares subject to such award multiplied by the Merger Consideration. Mr. Egon Durban resigned from the board of directors of the Issuer effective upon closing of the Merger.

F2: Represents securities held by Silver Lake Partners V DE (AIV V), L.P. ("SLP V").

F5: Silver Lake Technology Associates V, L.P. ("SLTA V") is the general partner of each of SLP V, SLTI V and SLP V GP. SLTA V (GP), L.L.C. ("SLTA V GP") is the general partner of SLTA V.

F7: Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA V GP and SLAA GP. Mr. Egon Durban served as a member of the board of directors of the Issuer until closing of the Merger and is Co-CEO and Managing Member of SLG. Each of SLP V, SLTI V, SLP Titus II, SLP Titus GP II, SLP V GP, SLTA V, SLTA V GP, SLA Titus, SLA Titus GP, SLA GP, SLAA, SLAA GP and SLG may be deemed to have been a director by deputization of the Issuer.

Common StockSEC Table I · non-derivativeIndirectHeld through Silver Lake Technology Investors V, L.P.0 Reported balance After 2022-10-27 transaction · row 2 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 2 · 2022-10-27 · Disposition to issuer · Disposed 25,200 · Balance 0

F1: On October 27, 2022, pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), X Holdings II, Inc. merged with and into Twitter, Inc. (the "Issuer"), with the Issuer continuing as the surviving corporation and a subsidiary of X Holdings I, Inc. (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock of the Issuer ("Common Stock") outstanding was converted into the right to receive $54.20 per share in cash, without interest and subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by a non-employee member of the board of directors of the Issuer was converted into the right to receive an amount in cash, without interest, equal to the product of the number of shares subject to such award multiplied by the Merger Consideration. Mr. Egon Durban resigned from the board of directors of the Issuer effective upon closing of the Merger.

F3: Represents securities held by Silver Lake Technology Investors V, L.P. ("SLTI V").

F5: Silver Lake Technology Associates V, L.P. ("SLTA V") is the general partner of each of SLP V, SLTI V and SLP V GP. SLTA V (GP), L.L.C. ("SLTA V GP") is the general partner of SLTA V.

F7: Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA V GP and SLAA GP. Mr. Egon Durban served as a member of the board of directors of the Issuer until closing of the Merger and is Co-CEO and Managing Member of SLG. Each of SLP V, SLTI V, SLP Titus II, SLP Titus GP II, SLP V GP, SLTA V, SLTA V GP, SLA Titus, SLA Titus GP, SLA GP, SLAA, SLAA GP and SLG may be deemed to have been a director by deputization of the Issuer.

Common StockSEC Table I · non-derivativeIndirectSee Footnote0 Reported balance After 2022-10-27 transaction · row 3 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 3 · 2022-10-27 · Disposition to issuer · Disposed 22,682 · Balance 0

F1: On October 27, 2022, pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), X Holdings II, Inc. merged with and into Twitter, Inc. (the "Issuer"), with the Issuer continuing as the surviving corporation and a subsidiary of X Holdings I, Inc. (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock of the Issuer ("Common Stock") outstanding was converted into the right to receive $54.20 per share in cash, without interest and subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by a non-employee member of the board of directors of the Issuer was converted into the right to receive an amount in cash, without interest, equal to the product of the number of shares subject to such award multiplied by the Merger Consideration. Mr. Egon Durban resigned from the board of directors of the Issuer effective upon closing of the Merger.

F8: Includes 5,752 restricted stock units which were canceled in connection with the Merger and converted into the right to receive an amount of cash equal to the product of the number of shares subject to such restricted stock unit multiplied by the Merger Consideration.

F9: These securities were held by Mr. Durban for the benefit of Silver Lake Technology Management, L.L.C., certain of its affiliates, and certain of the funds they manage ("Silver Lake"). Mr. Durban served as a member of the board of directors of the Issuer. Pursuant to Mr. Durban's arrangement with Silver Lake with respect to director compensation, upon the sale of these securities, the proceeds from such sale(s) are to be remitted to Silver Lake's limited partners.

0.375% Convertible Senior Notes due 2025SEC Table II · derivative / convertible securityIndirectHeld through SLP V Titus Holdings II, L.P.Not disclosed Reported balance After 2022-10-27 transaction · row 4 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 4 · 2022-10-27 · Disposition to issuer · Disposed Not disclosed · Balance Not disclosed

F1: On October 27, 2022, pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), X Holdings II, Inc. merged with and into Twitter, Inc. (the "Issuer"), with the Issuer continuing as the surviving corporation and a subsidiary of X Holdings I, Inc. (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock of the Issuer ("Common Stock") outstanding was converted into the right to receive $54.20 per share in cash, without interest and subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by a non-employee member of the board of directors of the Issuer was converted into the right to receive an amount in cash, without interest, equal to the product of the number of shares subject to such award multiplied by the Merger Consideration. Mr. Egon Durban resigned from the board of directors of the Issuer effective upon closing of the Merger.

F10: Following the Merger, the 0.375% Convertible Senior Notes due 2025 ("Convertible Notes") are no longer convertible into shares of Common Stock, but instead automatically became convertible into an amount of cash equal to the product of the number of shares issuable upon conversion of the principal amount thereof, based on a conversion rate of 24.0964 per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $41.50 per share of Common Stock), as adjusted pursuant to the terms of the Indenture governing the Convertible Notes to reflect the increase in the conversion rate applicable to the Convertible Notes surrendered in connection with a make-whole fundamental change, multiplied by the Merger Consideration.

F11: The Convertible Notes mature on March 15, 2025, subject to earlier redemption, repurchase or conversion in accordance with their terms. On October 28, 2022 the Convertible Notes were converted.

F4: Represents securities held by SLP V Titus Holdings II, L.P. ("SLP Titus II"). SLP V Titus GP II, L.L.C ("SLP Titus GP II") is the general partner of SLP Titus II. SLP V Aggregator GP, L.L.C. ("SLP V GP") is the sole member of SLP Titus GP II.

F5: Silver Lake Technology Associates V, L.P. ("SLTA V") is the general partner of each of SLP V, SLTI V and SLP V GP. SLTA V (GP), L.L.C. ("SLTA V GP") is the general partner of SLTA V.

F7: Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA V GP and SLAA GP. Mr. Egon Durban served as a member of the board of directors of the Issuer until closing of the Merger and is Co-CEO and Managing Member of SLG. Each of SLP V, SLTI V, SLP Titus II, SLP Titus GP II, SLP V GP, SLTA V, SLTA V GP, SLA Titus, SLA Titus GP, SLA GP, SLAA, SLAA GP and SLG may be deemed to have been a director by deputization of the Issuer.

0.375% Convertible Senior Notes due 2025SEC Table II · derivative / convertible securityIndirectHeld through SLA CM Titus Holdings, L.P.Not disclosed Reported balance After 2022-10-27 transaction · row 5 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 5 · 2022-10-27 · Disposition to issuer · Disposed Not disclosed · Balance Not disclosed

F1: On October 27, 2022, pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), X Holdings II, Inc. merged with and into Twitter, Inc. (the "Issuer"), with the Issuer continuing as the surviving corporation and a subsidiary of X Holdings I, Inc. (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock of the Issuer ("Common Stock") outstanding was converted into the right to receive $54.20 per share in cash, without interest and subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by a non-employee member of the board of directors of the Issuer was converted into the right to receive an amount in cash, without interest, equal to the product of the number of shares subject to such award multiplied by the Merger Consideration. Mr. Egon Durban resigned from the board of directors of the Issuer effective upon closing of the Merger.

F10: Following the Merger, the 0.375% Convertible Senior Notes due 2025 ("Convertible Notes") are no longer convertible into shares of Common Stock, but instead automatically became convertible into an amount of cash equal to the product of the number of shares issuable upon conversion of the principal amount thereof, based on a conversion rate of 24.0964 per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $41.50 per share of Common Stock), as adjusted pursuant to the terms of the Indenture governing the Convertible Notes to reflect the increase in the conversion rate applicable to the Convertible Notes surrendered in connection with a make-whole fundamental change, multiplied by the Merger Consideration.

F11: The Convertible Notes mature on March 15, 2025, subject to earlier redemption, repurchase or conversion in accordance with their terms. On October 28, 2022 the Convertible Notes were converted.

F6: Represents securities held by SLA CM Titus Holdings, L.P. ("SLA Titus"). SLA CM Titus GP, L.L.C. ("SLA Titus GP") is the general partner of SLA Titus. SL Alpine Aggregator GP, L.L.C. ("SLA GP") is the sole member of SLA Titus GP. Silver Lake Alpine Associates, L.P. ("SLAA") is the general partner of SLA GP. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA.

F7: Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA V GP and SLAA GP. Mr. Egon Durban served as a member of the board of directors of the Issuer until closing of the Merger and is Co-CEO and Managing Member of SLG. Each of SLP V, SLTI V, SLP Titus II, SLP Titus GP II, SLP V GP, SLTA V, SLTA V GP, SLA Titus, SLA Titus GP, SLA GP, SLAA, SLAA GP and SLG may be deemed to have been a director by deputization of the Issuer.

Filing footnotes · ownership attribution and instrument terms

F1: On October 27, 2022, pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), X Holdings II, Inc. merged with and into Twitter, Inc. (the "Issuer"), with the Issuer continuing as the surviving corporation and a subsidiary of X Holdings I, Inc. (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock of the Issuer ("Common Stock") outstanding was converted into the right to receive $54.20 per share in cash, without interest and subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by a non-employee member of the board of directors of the Issuer was converted into the right to receive an amount in cash, without interest, equal to the product of the number of shares subject to such award multiplied by the Merger Consideration. Mr. Egon Durban resigned from the board of directors of the Issuer effective upon closing of the Merger.

F2: Represents securities held by Silver Lake Partners V DE (AIV V), L.P. ("SLP V").

F3: Represents securities held by Silver Lake Technology Investors V, L.P. ("SLTI V").

F4: Represents securities held by SLP V Titus Holdings II, L.P. ("SLP Titus II"). SLP V Titus GP II, L.L.C ("SLP Titus GP II") is the general partner of SLP Titus II. SLP V Aggregator GP, L.L.C. ("SLP V GP") is the sole member of SLP Titus GP II.

F5: Silver Lake Technology Associates V, L.P. ("SLTA V") is the general partner of each of SLP V, SLTI V and SLP V GP. SLTA V (GP), L.L.C. ("SLTA V GP") is the general partner of SLTA V.

F6: Represents securities held by SLA CM Titus Holdings, L.P. ("SLA Titus"). SLA CM Titus GP, L.L.C. ("SLA Titus GP") is the general partner of SLA Titus. SL Alpine Aggregator GP, L.L.C. ("SLA GP") is the sole member of SLA Titus GP. Silver Lake Alpine Associates, L.P. ("SLAA") is the general partner of SLA GP. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA.

F7: Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA V GP and SLAA GP. Mr. Egon Durban served as a member of the board of directors of the Issuer until closing of the Merger and is Co-CEO and Managing Member of SLG. Each of SLP V, SLTI V, SLP Titus II, SLP Titus GP II, SLP V GP, SLTA V, SLTA V GP, SLA Titus, SLA Titus GP, SLA GP, SLAA, SLAA GP and SLG may be deemed to have been a director by deputization of the Issuer.

F8: Includes 5,752 restricted stock units which were canceled in connection with the Merger and converted into the right to receive an amount of cash equal to the product of the number of shares subject to such restricted stock unit multiplied by the Merger Consideration.

F9: These securities were held by Mr. Durban for the benefit of Silver Lake Technology Management, L.L.C., certain of its affiliates, and certain of the funds they manage ("Silver Lake"). Mr. Durban served as a member of the board of directors of the Issuer. Pursuant to Mr. Durban's arrangement with Silver Lake with respect to director compensation, upon the sale of these securities, the proceeds from such sale(s) are to be remitted to Silver Lake's limited partners.

F10: Following the Merger, the 0.375% Convertible Senior Notes due 2025 ("Convertible Notes") are no longer convertible into shares of Common Stock, but instead automatically became convertible into an amount of cash equal to the product of the number of shares issuable upon conversion of the principal amount thereof, based on a conversion rate of 24.0964 per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $41.50 per share of Common Stock), as adjusted pursuant to the terms of the Indenture governing the Convertible Notes to reflect the increase in the conversion rate applicable to the Convertible Notes surrendered in connection with a make-whole fundamental change, multiplied by the Merger Consideration.

F11: The Convertible Notes mature on March 15, 2025, subject to earlier redemption, repurchase or conversion in accordance with their terms. On October 28, 2022 the Convertible Notes were converted.

Transaction history

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Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”

The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.

Transaction dateCompanyActivity / securityShares / unitsReported priceReported valueDetails
March 18, 2024 Filed Mar 20, 2024 20:00 UTC SPLUNK INC SPLK · Entity 92815 Disposition to issuer0.75% Convertible Senior Notes due 2026 · Derivative Not disclosed Not disclosed $190,000,000.00
Disclosure

SEC source: 0000950170-24-034362 · ownership.xml · derivative · entry 4

SLAA (GP), L.L.C. · CIK 0001722977 · Director

Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director

SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director

SLA Spark Aggregator, L.P. · CIK 0001871572 · Director

SLA Spark GP, L.L.C. · CIK 0001871573 · Director

SLA Spark Holdings, L.P. · CIK 0001871571 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · Held through SLA Spark Holdings, L.P.

Disclosed balance after: Not disclosed

Underlying: Common Stock · Not disclosed shares

Expires not disclosed

F1 · derivative.exercise_price: On March 18, 2024, pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), Spirit Merger Corp. merged with and into Splunk Inc. (the "Issuer"), with the Issuer continuing as the surviving corporation and a subsidiary of Cisco Systems, Inc. (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock of the Issuer ("Common Stock") outstanding was converted into the right to receive $ 157.00 per share in cash, subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by a non-employee member of the board of directors of the Issuer was converted into the right to receive an amount in cash, without interest, equal to the product of the number of shares subject to such award multiplied by the Merger Consideration. Mr. Kenneth Hao resigned from the board of directors of the Issuer effective upon closing of the Merger.

F5 · derivative.exercise_price: Following the Merger, the 0.75% Convertible Senior Notes due 2026 ("Convertible Notes") are no longer convertible into shares of Common Stock, but instead automatically became convertible into an amount of cash equal to the product of the number of shares issuable upon conversion of the principal amount thereof, based on a conversion rate of 6.2500 per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $160.00 per share of Common Stock), as adjusted pursuant to the terms of the Indenture governing the Convertible Notes to reflect the increase in the conversion rate applicable to the Convertible Notes surrendered in connection with a make-whole fundamental change, multiplied by the Merger Consideration.

F1 · kind: On March 18, 2024, pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), Spirit Merger Corp. merged with and into Splunk Inc. (the "Issuer"), with the Issuer continuing as the surviving corporation and a subsidiary of Cisco Systems, Inc. (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock of the Issuer ("Common Stock") outstanding was converted into the right to receive $ 157.00 per share in cash, subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by a non-employee member of the board of directors of the Issuer was converted into the right to receive an amount in cash, without interest, equal to the product of the number of shares subject to such award multiplied by the Merger Consideration. Mr. Kenneth Hao resigned from the board of directors of the Issuer effective upon closing of the Merger.

F5 · kind: Following the Merger, the 0.75% Convertible Senior Notes due 2026 ("Convertible Notes") are no longer convertible into shares of Common Stock, but instead automatically became convertible into an amount of cash equal to the product of the number of shares issuable upon conversion of the principal amount thereof, based on a conversion rate of 6.2500 per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $160.00 per share of Common Stock), as adjusted pursuant to the terms of the Indenture governing the Convertible Notes to reflect the increase in the conversion rate applicable to the Convertible Notes surrendered in connection with a make-whole fundamental change, multiplied by the Merger Consideration.

F1 · price: On March 18, 2024, pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), Spirit Merger Corp. merged with and into Splunk Inc. (the "Issuer"), with the Issuer continuing as the surviving corporation and a subsidiary of Cisco Systems, Inc. (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock of the Issuer ("Common Stock") outstanding was converted into the right to receive $ 157.00 per share in cash, subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by a non-employee member of the board of directors of the Issuer was converted into the right to receive an amount in cash, without interest, equal to the product of the number of shares subject to such award multiplied by the Merger Consideration. Mr. Kenneth Hao resigned from the board of directors of the Issuer effective upon closing of the Merger.

F5 · price: Following the Merger, the 0.75% Convertible Senior Notes due 2026 ("Convertible Notes") are no longer convertible into shares of Common Stock, but instead automatically became convertible into an amount of cash equal to the product of the number of shares issuable upon conversion of the principal amount thereof, based on a conversion rate of 6.2500 per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $160.00 per share of Common Stock), as adjusted pursuant to the terms of the Indenture governing the Convertible Notes to reflect the increase in the conversion rate applicable to the Convertible Notes surrendered in connection with a make-whole fundamental change, multiplied by the Merger Consideration.

F6 · price: The Convertible Notes mature on July 15, 2026, subject to earlier redemption, repurchase or conversion in accordance with their terms. On March 19, 2024 the Convertible Notes were converted and an aggregate of $832,376,320 and $208,094,080 were received by SLP Spark Holdings, L.P. and SLA Spark Holdings, L.P., respectively.

F6 · derivative.exercise_date: The Convertible Notes mature on July 15, 2026, subject to earlier redemption, repurchase or conversion in accordance with their terms. On March 19, 2024 the Convertible Notes were converted and an aggregate of $832,376,320 and $208,094,080 were received by SLP Spark Holdings, L.P. and SLA Spark Holdings, L.P., respectively.

F6 · derivative.expiration_date: The Convertible Notes mature on July 15, 2026, subject to earlier redemption, repurchase or conversion in accordance with their terms. On March 19, 2024 the Convertible Notes were converted and an aggregate of $832,376,320 and $208,094,080 were received by SLP Spark Holdings, L.P. and SLA Spark Holdings, L.P., respectively.

F5 · derivative.underlying_shares: Following the Merger, the 0.75% Convertible Senior Notes due 2026 ("Convertible Notes") are no longer convertible into shares of Common Stock, but instead automatically became convertible into an amount of cash equal to the product of the number of shares issuable upon conversion of the principal amount thereof, based on a conversion rate of 6.2500 per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $160.00 per share of Common Stock), as adjusted pursuant to the terms of the Indenture governing the Convertible Notes to reflect the increase in the conversion rate applicable to the Convertible Notes surrendered in connection with a make-whole fundamental change, multiplied by the Merger Consideration.

F8 · ownership.nature: Represents securities held by SLA Spark Holdings, L.P. ("SLA Spark"). SLA Spark GP, L.L.C. ("SLA Spark GP") is the general partner of SLA Spark. SLA Spark Aggregator, L.P. ("SLA Aggregator") is the managing member of SLA Spark GP. SL Alpine Aggregator GP, L.L.C. ("SLA GP") is the general partner of SLA Aggregator. Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA GP. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA.

F9 · ownership.nature: Silver Lake Group, L.L.C. ("SLG") is the managing member of each of SLTA VI and SLAA. Mr. Kenneth Hao served as a member of the board of directors of the Issuer and serves as Chairman and Managing Member of SLG. Each of SLP Spark, SLP Spark GP, SLP Aggregator, SLP VI GP, SLTA VI, SLTA VI GP, SLA Spark, SLA Spark GP, SLA Aggregator, SLA GP, SLAA, SLAA GP and SLG may have been deemed to be a director by deputization of the Issuer.

Read SEC document
March 18, 2024 Filed Mar 20, 2024 20:00 UTC SPLUNK INC SPLK · Entity 92815 Disposition to issuer0.75% Convertible Senior Notes due 2026 · Derivative Not disclosed Not disclosed $760,000,000.00
Disclosure

SEC source: 0000950170-24-034362 · ownership.xml · derivative · entry 3

SLAA (GP), L.L.C. · CIK 0001722977 · Director

Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director

SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director

SLA Spark Aggregator, L.P. · CIK 0001871572 · Director

SLA Spark GP, L.L.C. · CIK 0001871573 · Director

SLA Spark Holdings, L.P. · CIK 0001871571 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · Held through SLP Spark Holdings, L.P.

Disclosed balance after: Not disclosed

Underlying: Common Stock · Not disclosed shares

Expires not disclosed

F1 · derivative.exercise_price: On March 18, 2024, pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), Spirit Merger Corp. merged with and into Splunk Inc. (the "Issuer"), with the Issuer continuing as the surviving corporation and a subsidiary of Cisco Systems, Inc. (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock of the Issuer ("Common Stock") outstanding was converted into the right to receive $ 157.00 per share in cash, subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by a non-employee member of the board of directors of the Issuer was converted into the right to receive an amount in cash, without interest, equal to the product of the number of shares subject to such award multiplied by the Merger Consideration. Mr. Kenneth Hao resigned from the board of directors of the Issuer effective upon closing of the Merger.

F5 · derivative.exercise_price: Following the Merger, the 0.75% Convertible Senior Notes due 2026 ("Convertible Notes") are no longer convertible into shares of Common Stock, but instead automatically became convertible into an amount of cash equal to the product of the number of shares issuable upon conversion of the principal amount thereof, based on a conversion rate of 6.2500 per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $160.00 per share of Common Stock), as adjusted pursuant to the terms of the Indenture governing the Convertible Notes to reflect the increase in the conversion rate applicable to the Convertible Notes surrendered in connection with a make-whole fundamental change, multiplied by the Merger Consideration.

F1 · kind: On March 18, 2024, pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), Spirit Merger Corp. merged with and into Splunk Inc. (the "Issuer"), with the Issuer continuing as the surviving corporation and a subsidiary of Cisco Systems, Inc. (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock of the Issuer ("Common Stock") outstanding was converted into the right to receive $ 157.00 per share in cash, subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by a non-employee member of the board of directors of the Issuer was converted into the right to receive an amount in cash, without interest, equal to the product of the number of shares subject to such award multiplied by the Merger Consideration. Mr. Kenneth Hao resigned from the board of directors of the Issuer effective upon closing of the Merger.

F5 · kind: Following the Merger, the 0.75% Convertible Senior Notes due 2026 ("Convertible Notes") are no longer convertible into shares of Common Stock, but instead automatically became convertible into an amount of cash equal to the product of the number of shares issuable upon conversion of the principal amount thereof, based on a conversion rate of 6.2500 per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $160.00 per share of Common Stock), as adjusted pursuant to the terms of the Indenture governing the Convertible Notes to reflect the increase in the conversion rate applicable to the Convertible Notes surrendered in connection with a make-whole fundamental change, multiplied by the Merger Consideration.

F1 · price: On March 18, 2024, pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), Spirit Merger Corp. merged with and into Splunk Inc. (the "Issuer"), with the Issuer continuing as the surviving corporation and a subsidiary of Cisco Systems, Inc. (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock of the Issuer ("Common Stock") outstanding was converted into the right to receive $ 157.00 per share in cash, subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by a non-employee member of the board of directors of the Issuer was converted into the right to receive an amount in cash, without interest, equal to the product of the number of shares subject to such award multiplied by the Merger Consideration. Mr. Kenneth Hao resigned from the board of directors of the Issuer effective upon closing of the Merger.

F5 · price: Following the Merger, the 0.75% Convertible Senior Notes due 2026 ("Convertible Notes") are no longer convertible into shares of Common Stock, but instead automatically became convertible into an amount of cash equal to the product of the number of shares issuable upon conversion of the principal amount thereof, based on a conversion rate of 6.2500 per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $160.00 per share of Common Stock), as adjusted pursuant to the terms of the Indenture governing the Convertible Notes to reflect the increase in the conversion rate applicable to the Convertible Notes surrendered in connection with a make-whole fundamental change, multiplied by the Merger Consideration.

F6 · price: The Convertible Notes mature on July 15, 2026, subject to earlier redemption, repurchase or conversion in accordance with their terms. On March 19, 2024 the Convertible Notes were converted and an aggregate of $832,376,320 and $208,094,080 were received by SLP Spark Holdings, L.P. and SLA Spark Holdings, L.P., respectively.

F6 · derivative.exercise_date: The Convertible Notes mature on July 15, 2026, subject to earlier redemption, repurchase or conversion in accordance with their terms. On March 19, 2024 the Convertible Notes were converted and an aggregate of $832,376,320 and $208,094,080 were received by SLP Spark Holdings, L.P. and SLA Spark Holdings, L.P., respectively.

F6 · derivative.expiration_date: The Convertible Notes mature on July 15, 2026, subject to earlier redemption, repurchase or conversion in accordance with their terms. On March 19, 2024 the Convertible Notes were converted and an aggregate of $832,376,320 and $208,094,080 were received by SLP Spark Holdings, L.P. and SLA Spark Holdings, L.P., respectively.

F5 · derivative.underlying_shares: Following the Merger, the 0.75% Convertible Senior Notes due 2026 ("Convertible Notes") are no longer convertible into shares of Common Stock, but instead automatically became convertible into an amount of cash equal to the product of the number of shares issuable upon conversion of the principal amount thereof, based on a conversion rate of 6.2500 per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $160.00 per share of Common Stock), as adjusted pursuant to the terms of the Indenture governing the Convertible Notes to reflect the increase in the conversion rate applicable to the Convertible Notes surrendered in connection with a make-whole fundamental change, multiplied by the Merger Consideration.

F7 · ownership.nature: Represents securities held by SLP Spark Holdings, L.P. ("SLP Spark"). SLP Spark GP, L.L.C. ("SLP Spark GP") is the general partner of SLP Spark. SLP Spark Aggregator, L.P. ("SLP Aggregator") is the managing member of SLP Spark GP. SLP VI Aggregator GP, L.L.C. ("SLP VI GP") is the general partner of SLP Aggregator. Silver Lake Technology Associates VI, L.P. ("SLTA VI") is the managing member of SLP VI GP. SLTA VI (GP), L.L.C. ("SLTA VI GP") is the general partner of SLTA VI.

F9 · ownership.nature: Silver Lake Group, L.L.C. ("SLG") is the managing member of each of SLTA VI and SLAA. Mr. Kenneth Hao served as a member of the board of directors of the Issuer and serves as Chairman and Managing Member of SLG. Each of SLP Spark, SLP Spark GP, SLP Aggregator, SLP VI GP, SLTA VI, SLTA VI GP, SLA Spark, SLA Spark GP, SLA Aggregator, SLA GP, SLAA, SLAA GP and SLG may have been deemed to be a director by deputization of the Issuer.

Read SEC document
March 18, 2024 Filed Mar 20, 2024 20:00 UTC SPLUNK INC SPLK · Entity 92815 Disposition to issuerCommon Stock 15 $157.00 $2,355.00
Disclosure

SEC source: 0000950170-24-034362 · ownership.xml · nonDerivative · entry 2

SLAA (GP), L.L.C. · CIK 0001722977 · Director

Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director

SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director

SLA Spark Aggregator, L.P. · CIK 0001871572 · Director

SLA Spark GP, L.L.C. · CIK 0001871573 · Director

SLA Spark Holdings, L.P. · CIK 0001871571 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 0

F1 · kind: On March 18, 2024, pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), Spirit Merger Corp. merged with and into Splunk Inc. (the "Issuer"), with the Issuer continuing as the surviving corporation and a subsidiary of Cisco Systems, Inc. (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock of the Issuer ("Common Stock") outstanding was converted into the right to receive $ 157.00 per share in cash, subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by a non-employee member of the board of directors of the Issuer was converted into the right to receive an amount in cash, without interest, equal to the product of the number of shares subject to such award multiplied by the Merger Consideration. Mr. Kenneth Hao resigned from the board of directors of the Issuer effective upon closing of the Merger.

F1 · price: On March 18, 2024, pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), Spirit Merger Corp. merged with and into Splunk Inc. (the "Issuer"), with the Issuer continuing as the surviving corporation and a subsidiary of Cisco Systems, Inc. (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock of the Issuer ("Common Stock") outstanding was converted into the right to receive $ 157.00 per share in cash, subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by a non-employee member of the board of directors of the Issuer was converted into the right to receive an amount in cash, without interest, equal to the product of the number of shares subject to such award multiplied by the Merger Consideration. Mr. Kenneth Hao resigned from the board of directors of the Issuer effective upon closing of the Merger.

F4 · ownership.nature: These securities are held by a trust for the benefit of Mr. Hao's family.

Read SEC document
March 18, 2024 Filed Mar 20, 2024 20:00 UTC SPLUNK INC SPLK · Entity 92815 Disposition to issuerCommon Stock 9,798 $157.00 $1,538,286.00
Disclosure

SEC source: 0000950170-24-034362 · ownership.xml · nonDerivative · entry 1

SLAA (GP), L.L.C. · CIK 0001722977 · Director

Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director

SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director

SLA Spark Aggregator, L.P. · CIK 0001871572 · Director

SLA Spark GP, L.L.C. · CIK 0001871573 · Director

SLA Spark Holdings, L.P. · CIK 0001871571 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 0

F1 · kind: On March 18, 2024, pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), Spirit Merger Corp. merged with and into Splunk Inc. (the "Issuer"), with the Issuer continuing as the surviving corporation and a subsidiary of Cisco Systems, Inc. (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock of the Issuer ("Common Stock") outstanding was converted into the right to receive $ 157.00 per share in cash, subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by a non-employee member of the board of directors of the Issuer was converted into the right to receive an amount in cash, without interest, equal to the product of the number of shares subject to such award multiplied by the Merger Consideration. Mr. Kenneth Hao resigned from the board of directors of the Issuer effective upon closing of the Merger.

F2 · shares: Includes 1,616 restricted stock units which were canceled in connection with the Merger and converted into the right to receive an amount of cash equal to the product of the number of shares subject to such restricted stock unit multiplied by the Merger Consideration.

F1 · price: On March 18, 2024, pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), Spirit Merger Corp. merged with and into Splunk Inc. (the "Issuer"), with the Issuer continuing as the surviving corporation and a subsidiary of Cisco Systems, Inc. (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock of the Issuer ("Common Stock") outstanding was converted into the right to receive $ 157.00 per share in cash, subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by a non-employee member of the board of directors of the Issuer was converted into the right to receive an amount in cash, without interest, equal to the product of the number of shares subject to such award multiplied by the Merger Consideration. Mr. Kenneth Hao resigned from the board of directors of the Issuer effective upon closing of the Merger.

F3 · ownership.nature: These securities were held by Mr. Hao for the benefit of Silver Lake Technology Management, L.L.C., certain of its affiliates, and certain of the funds they manage ("Silver Lake"). Mr. Hao served as a member of the board of directors of the Issuer. Pursuant to Mr. Hao's arrangement with Silver Lake with respect to director compensation, upon the sale of these securities, the proceeds from such sale(s) are expected to be remitted to Silver Lake and/or its limited partners.

Read SEC document
February 14, 2024 Filed Feb 16, 2024 22:59 UTC Motorola Solutions, Inc. MSI · Entity 2943 Sale1.75% Convertible Senior Notes due 2024 · Derivative Not disclosed $1,592,706,400.00 Strike: $200.63 $1,000,000,000.00
Disclosure

SEC source: 0000950170-24-016588 · ownership.xml · derivative · entry 1

SLAA (GP), L.L.C. · CIK 0001722977 · Director

SLA CM Maverick Holdings, L.P. · CIK 0001790766 · Director

SLA CM GP, L.L.C. · CIK 0001790767 · Director

SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director

Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director

Silver Lake Group, L.L.C. · CIK 0001418226 · Director

Durban Egon · CIK 0001651403 · Director

Mondre Greg · CIK 0001597296 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · Held through SLA CM Maverick Holdings, L.P.(

Disclosed balance after: 0

Underlying: Common Stock · 4,984,300 shares

Expires not disclosed

F1 · security: This Form 4 is filed by SLA CM Maverick Holdings, L.P. ("SLA CM Maverick"), SLA CM GP, L.L.C. ("SLA CM GP"), SL Alpine Aggregator GP, L.L.C. ("SLA CM LLC"), Silver Lake Alpine Associates, L.P. ("SLAA"), SLAA (GP), L.L.C. ("SLAA GP"), Silver Lake Group, L.L.C. ("SLG" and collectively with SLA CM Maverick, SLA CM GP, SLA CM LLC, SLAA and SLAA GP, "Silver Lake") and Messrs. Egon Durban and Gregory Mondre. SLA CM GP is the general partner of SLA CM Maverick. SLA CM LLC is the sole member of SLA CM GP. SLAA is the managing member of SLA CM LLC. SLAA GP is the general partner of SLAA. SLG is the managing member of SLAA GP. Messrs. Durban and Mondre serve as members of the board of directors of Motorola Solutions, Inc. (the "Issuer") and as managing members of SLG. Each of SLA CM Maverick, SLA CM GP, SLA CM LLC, SLAA, SLAA GP and SLG may have been deemed to be a director by deputization of the Issuer.

F2 · derivative.exercise_price: Represents the approximate conversion price of the Issuer's 1.75% Convertible Senior Notes due 2024 (the "2024 Convertible Notes"), based on the conversion rates calculated pursuant to the indenture governing the 2024 Convertible Notes.

F3 · kind: On February 14, 2024, SLA CM Maverick and the Issuer entered into a Convertible Notes Purchase Agreement pursuant to which the Issuer purchased $1 billion principal amount of 2024 Convertible Notes from SLA CM Maverick for cash consideration of $1,592,706,400. The number of shares of common stock of the Issuer ("Common Stock") underlying the $1 billion principal amount of 2024 Convertible Notes sold to the Issuer was approximately 4,984,300, based on the current conversion rate of 4.9843 shares of Common Stock, and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of 2024 Convertible Notes, as calculated pursuant to the terms of the indenture governing the 2024 Notes.

F3 · price: On February 14, 2024, SLA CM Maverick and the Issuer entered into a Convertible Notes Purchase Agreement pursuant to which the Issuer purchased $1 billion principal amount of 2024 Convertible Notes from SLA CM Maverick for cash consideration of $1,592,706,400. The number of shares of common stock of the Issuer ("Common Stock") underlying the $1 billion principal amount of 2024 Convertible Notes sold to the Issuer was approximately 4,984,300, based on the current conversion rate of 4.9843 shares of Common Stock, and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of 2024 Convertible Notes, as calculated pursuant to the terms of the indenture governing the 2024 Notes.

F4 · derivative.exercise_date: In accordance with an Investment Agreement with the Issuer, dated September 5, 2019, SLA CM Maverick was restricted from converting the 2024 Convertible Notes prior to September 5, 2021.

F5 · derivative.expiration_date: The 2024 Convertible Notes mature on September 15, 2024, subject to earlier repurchase or conversion in accordance with their terms.

F3 · derivative.underlying_shares: On February 14, 2024, SLA CM Maverick and the Issuer entered into a Convertible Notes Purchase Agreement pursuant to which the Issuer purchased $1 billion principal amount of 2024 Convertible Notes from SLA CM Maverick for cash consideration of $1,592,706,400. The number of shares of common stock of the Issuer ("Common Stock") underlying the $1 billion principal amount of 2024 Convertible Notes sold to the Issuer was approximately 4,984,300, based on the current conversion rate of 4.9843 shares of Common Stock, and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of 2024 Convertible Notes, as calculated pursuant to the terms of the indenture governing the 2024 Notes.

F6 · derivative.underlying_shares: This number represents the number of shares of Common Stock issuable upon conversion of the $1 billion principal amount of the 2024 Convertible Notes if the Issuer were to elect to settle its conversion obligation solely through shares of Common Stock by delivering a number of shares of Common Stock at the conversion rate of 4.9843 shares of Common Stock, and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of 2024 Convertible Notes. The conversion rate was subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of an indenture governing the 2024 Convertible Notes.

F1 · ownership.nature: This Form 4 is filed by SLA CM Maverick Holdings, L.P. ("SLA CM Maverick"), SLA CM GP, L.L.C. ("SLA CM GP"), SL Alpine Aggregator GP, L.L.C. ("SLA CM LLC"), Silver Lake Alpine Associates, L.P. ("SLAA"), SLAA (GP), L.L.C. ("SLAA GP"), Silver Lake Group, L.L.C. ("SLG" and collectively with SLA CM Maverick, SLA CM GP, SLA CM LLC, SLAA and SLAA GP, "Silver Lake") and Messrs. Egon Durban and Gregory Mondre. SLA CM GP is the general partner of SLA CM Maverick. SLA CM LLC is the sole member of SLA CM GP. SLAA is the managing member of SLA CM LLC. SLAA GP is the general partner of SLAA. SLG is the managing member of SLAA GP. Messrs. Durban and Mondre serve as members of the board of directors of Motorola Solutions, Inc. (the "Issuer") and as managing members of SLG. Each of SLA CM Maverick, SLA CM GP, SLA CM LLC, SLAA, SLAA GP and SLG may have been deemed to be a director by deputization of the Issuer.

Read SEC document
October 27, 2022 Filed Oct 31, 2022 21:05 UTC TWITTER, INC. TWTR · Entity 15435 Disposition to issuer0.375% Convertible Senior Notes due 2025 · Derivative Not disclosed Not disclosed $200,000,000.00
Disclosure

SEC source: 0000899243-22-034602 · doc4.xml · derivative · entry 5

SLAA (GP), L.L.C. · CIK 0001722977 · Director

Silver Lake Group, L.L.C. · CIK 0001418226 · Director

Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director

SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director

SLA CM Titus GP, L.L.C. · CIK 0001806482 · Director

SLA CM Titus Holdings, L.P. · CIK 0001806480 · Director

Durban Egon · CIK 0001651403 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Held through SLA CM Titus Holdings, L.P.

Disclosed balance after: Not disclosed

Underlying: Common Stock · Not disclosed shares

Expires not disclosed

F1 · derivative.exercise_price: On October 27, 2022, pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), X Holdings II, Inc. merged with and into Twitter, Inc. (the "Issuer"), with the Issuer continuing as the surviving corporation and a subsidiary of X Holdings I, Inc. (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock of the Issuer ("Common Stock") outstanding was converted into the right to receive $54.20 per share in cash, without interest and subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by a non-employee member of the board of directors of the Issuer was converted into the right to receive an amount in cash, without interest, equal to the product of the number of shares subject to such award multiplied by the Merger Consideration. Mr. Egon Durban resigned from the board of directors of the Issuer effective upon closing of the Merger.

F10 · derivative.exercise_price: Following the Merger, the 0.375% Convertible Senior Notes due 2025 ("Convertible Notes") are no longer convertible into shares of Common Stock, but instead automatically became convertible into an amount of cash equal to the product of the number of shares issuable upon conversion of the principal amount thereof, based on a conversion rate of 24.0964 per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $41.50 per share of Common Stock), as adjusted pursuant to the terms of the Indenture governing the Convertible Notes to reflect the increase in the conversion rate applicable to the Convertible Notes surrendered in connection with a make-whole fundamental change, multiplied by the Merger Consideration.

F1 · kind: On October 27, 2022, pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), X Holdings II, Inc. merged with and into Twitter, Inc. (the "Issuer"), with the Issuer continuing as the surviving corporation and a subsidiary of X Holdings I, Inc. (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock of the Issuer ("Common Stock") outstanding was converted into the right to receive $54.20 per share in cash, without interest and subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by a non-employee member of the board of directors of the Issuer was converted into the right to receive an amount in cash, without interest, equal to the product of the number of shares subject to such award multiplied by the Merger Consideration. Mr. Egon Durban resigned from the board of directors of the Issuer effective upon closing of the Merger.

F10 · kind: Following the Merger, the 0.375% Convertible Senior Notes due 2025 ("Convertible Notes") are no longer convertible into shares of Common Stock, but instead automatically became convertible into an amount of cash equal to the product of the number of shares issuable upon conversion of the principal amount thereof, based on a conversion rate of 24.0964 per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $41.50 per share of Common Stock), as adjusted pursuant to the terms of the Indenture governing the Convertible Notes to reflect the increase in the conversion rate applicable to the Convertible Notes surrendered in connection with a make-whole fundamental change, multiplied by the Merger Consideration.

F1 · price: On October 27, 2022, pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), X Holdings II, Inc. merged with and into Twitter, Inc. (the "Issuer"), with the Issuer continuing as the surviving corporation and a subsidiary of X Holdings I, Inc. (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock of the Issuer ("Common Stock") outstanding was converted into the right to receive $54.20 per share in cash, without interest and subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by a non-employee member of the board of directors of the Issuer was converted into the right to receive an amount in cash, without interest, equal to the product of the number of shares subject to such award multiplied by the Merger Consideration. Mr. Egon Durban resigned from the board of directors of the Issuer effective upon closing of the Merger.

F10 · price: Following the Merger, the 0.375% Convertible Senior Notes due 2025 ("Convertible Notes") are no longer convertible into shares of Common Stock, but instead automatically became convertible into an amount of cash equal to the product of the number of shares issuable upon conversion of the principal amount thereof, based on a conversion rate of 24.0964 per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $41.50 per share of Common Stock), as adjusted pursuant to the terms of the Indenture governing the Convertible Notes to reflect the increase in the conversion rate applicable to the Convertible Notes surrendered in connection with a make-whole fundamental change, multiplied by the Merger Consideration.

F11 · derivative.exercise_date: The Convertible Notes mature on March 15, 2025, subject to earlier redemption, repurchase or conversion in accordance with their terms. On October 28, 2022 the Convertible Notes were converted.

F11 · derivative.expiration_date: The Convertible Notes mature on March 15, 2025, subject to earlier redemption, repurchase or conversion in accordance with their terms. On October 28, 2022 the Convertible Notes were converted.

F10 · derivative.underlying_shares: Following the Merger, the 0.375% Convertible Senior Notes due 2025 ("Convertible Notes") are no longer convertible into shares of Common Stock, but instead automatically became convertible into an amount of cash equal to the product of the number of shares issuable upon conversion of the principal amount thereof, based on a conversion rate of 24.0964 per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $41.50 per share of Common Stock), as adjusted pursuant to the terms of the Indenture governing the Convertible Notes to reflect the increase in the conversion rate applicable to the Convertible Notes surrendered in connection with a make-whole fundamental change, multiplied by the Merger Consideration.

F6 · ownership.nature: Represents securities held by SLA CM Titus Holdings, L.P. ("SLA Titus"). SLA CM Titus GP, L.L.C. ("SLA Titus GP") is the general partner of SLA Titus. SL Alpine Aggregator GP, L.L.C. ("SLA GP") is the sole member of SLA Titus GP. Silver Lake Alpine Associates, L.P. ("SLAA") is the general partner of SLA GP. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA.

F7 · ownership.nature: Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA V GP and SLAA GP. Mr. Egon Durban served as a member of the board of directors of the Issuer until closing of the Merger and is Co-CEO and Managing Member of SLG. Each of SLP V, SLTI V, SLP Titus II, SLP Titus GP II, SLP V GP, SLTA V, SLTA V GP, SLA Titus, SLA Titus GP, SLA GP, SLAA, SLAA GP and SLG may be deemed to have been a director by deputization of the Issuer.

Read SEC document
October 27, 2022 Filed Oct 31, 2022 21:05 UTC TWITTER, INC. TWTR · Entity 15435 Disposition to issuer0.375% Convertible Senior Notes due 2025 · Derivative Not disclosed Not disclosed $800,000,000.00
Disclosure

SEC source: 0000899243-22-034602 · doc4.xml · derivative · entry 4

SLAA (GP), L.L.C. · CIK 0001722977 · Director

Silver Lake Group, L.L.C. · CIK 0001418226 · Director

Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director

SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director

SLA CM Titus GP, L.L.C. · CIK 0001806482 · Director

SLA CM Titus Holdings, L.P. · CIK 0001806480 · Director

Durban Egon · CIK 0001651403 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Held through SLP V Titus Holdings II, L.P.

Disclosed balance after: Not disclosed

Underlying: Common Stock · Not disclosed shares

Expires not disclosed

F1 · derivative.exercise_price: On October 27, 2022, pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), X Holdings II, Inc. merged with and into Twitter, Inc. (the "Issuer"), with the Issuer continuing as the surviving corporation and a subsidiary of X Holdings I, Inc. (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock of the Issuer ("Common Stock") outstanding was converted into the right to receive $54.20 per share in cash, without interest and subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by a non-employee member of the board of directors of the Issuer was converted into the right to receive an amount in cash, without interest, equal to the product of the number of shares subject to such award multiplied by the Merger Consideration. Mr. Egon Durban resigned from the board of directors of the Issuer effective upon closing of the Merger.

F10 · derivative.exercise_price: Following the Merger, the 0.375% Convertible Senior Notes due 2025 ("Convertible Notes") are no longer convertible into shares of Common Stock, but instead automatically became convertible into an amount of cash equal to the product of the number of shares issuable upon conversion of the principal amount thereof, based on a conversion rate of 24.0964 per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $41.50 per share of Common Stock), as adjusted pursuant to the terms of the Indenture governing the Convertible Notes to reflect the increase in the conversion rate applicable to the Convertible Notes surrendered in connection with a make-whole fundamental change, multiplied by the Merger Consideration.

F1 · kind: On October 27, 2022, pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), X Holdings II, Inc. merged with and into Twitter, Inc. (the "Issuer"), with the Issuer continuing as the surviving corporation and a subsidiary of X Holdings I, Inc. (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock of the Issuer ("Common Stock") outstanding was converted into the right to receive $54.20 per share in cash, without interest and subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by a non-employee member of the board of directors of the Issuer was converted into the right to receive an amount in cash, without interest, equal to the product of the number of shares subject to such award multiplied by the Merger Consideration. Mr. Egon Durban resigned from the board of directors of the Issuer effective upon closing of the Merger.

F10 · kind: Following the Merger, the 0.375% Convertible Senior Notes due 2025 ("Convertible Notes") are no longer convertible into shares of Common Stock, but instead automatically became convertible into an amount of cash equal to the product of the number of shares issuable upon conversion of the principal amount thereof, based on a conversion rate of 24.0964 per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $41.50 per share of Common Stock), as adjusted pursuant to the terms of the Indenture governing the Convertible Notes to reflect the increase in the conversion rate applicable to the Convertible Notes surrendered in connection with a make-whole fundamental change, multiplied by the Merger Consideration.

F1 · price: On October 27, 2022, pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), X Holdings II, Inc. merged with and into Twitter, Inc. (the "Issuer"), with the Issuer continuing as the surviving corporation and a subsidiary of X Holdings I, Inc. (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock of the Issuer ("Common Stock") outstanding was converted into the right to receive $54.20 per share in cash, without interest and subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by a non-employee member of the board of directors of the Issuer was converted into the right to receive an amount in cash, without interest, equal to the product of the number of shares subject to such award multiplied by the Merger Consideration. Mr. Egon Durban resigned from the board of directors of the Issuer effective upon closing of the Merger.

F10 · price: Following the Merger, the 0.375% Convertible Senior Notes due 2025 ("Convertible Notes") are no longer convertible into shares of Common Stock, but instead automatically became convertible into an amount of cash equal to the product of the number of shares issuable upon conversion of the principal amount thereof, based on a conversion rate of 24.0964 per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $41.50 per share of Common Stock), as adjusted pursuant to the terms of the Indenture governing the Convertible Notes to reflect the increase in the conversion rate applicable to the Convertible Notes surrendered in connection with a make-whole fundamental change, multiplied by the Merger Consideration.

F11 · derivative.exercise_date: The Convertible Notes mature on March 15, 2025, subject to earlier redemption, repurchase or conversion in accordance with their terms. On October 28, 2022 the Convertible Notes were converted.

F11 · derivative.expiration_date: The Convertible Notes mature on March 15, 2025, subject to earlier redemption, repurchase or conversion in accordance with their terms. On October 28, 2022 the Convertible Notes were converted.

F10 · derivative.underlying_shares: Following the Merger, the 0.375% Convertible Senior Notes due 2025 ("Convertible Notes") are no longer convertible into shares of Common Stock, but instead automatically became convertible into an amount of cash equal to the product of the number of shares issuable upon conversion of the principal amount thereof, based on a conversion rate of 24.0964 per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $41.50 per share of Common Stock), as adjusted pursuant to the terms of the Indenture governing the Convertible Notes to reflect the increase in the conversion rate applicable to the Convertible Notes surrendered in connection with a make-whole fundamental change, multiplied by the Merger Consideration.

F4 · ownership.nature: Represents securities held by SLP V Titus Holdings II, L.P. ("SLP Titus II"). SLP V Titus GP II, L.L.C ("SLP Titus GP II") is the general partner of SLP Titus II. SLP V Aggregator GP, L.L.C. ("SLP V GP") is the sole member of SLP Titus GP II.

F5 · ownership.nature: Silver Lake Technology Associates V, L.P. ("SLTA V") is the general partner of each of SLP V, SLTI V and SLP V GP. SLTA V (GP), L.L.C. ("SLTA V GP") is the general partner of SLTA V.

F7 · ownership.nature: Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA V GP and SLAA GP. Mr. Egon Durban served as a member of the board of directors of the Issuer until closing of the Merger and is Co-CEO and Managing Member of SLG. Each of SLP V, SLTI V, SLP Titus II, SLP Titus GP II, SLP V GP, SLTA V, SLTA V GP, SLA Titus, SLA Titus GP, SLA GP, SLAA, SLAA GP and SLG may be deemed to have been a director by deputization of the Issuer.

Read SEC document
October 27, 2022 Filed Oct 31, 2022 21:05 UTC TWITTER, INC. TWTR · Entity 15435 Disposition to issuerCommon Stock 22,682 $54.20 $1,229,364.40
Disclosure

SEC source: 0000899243-22-034602 · doc4.xml · nonDerivative · entry 3

SLAA (GP), L.L.C. · CIK 0001722977 · Director

Silver Lake Group, L.L.C. · CIK 0001418226 · Director

Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director

SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director

SLA CM Titus GP, L.L.C. · CIK 0001806482 · Director

SLA CM Titus Holdings, L.P. · CIK 0001806480 · Director

Durban Egon · CIK 0001651403 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 0

F1 · kind: On October 27, 2022, pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), X Holdings II, Inc. merged with and into Twitter, Inc. (the "Issuer"), with the Issuer continuing as the surviving corporation and a subsidiary of X Holdings I, Inc. (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock of the Issuer ("Common Stock") outstanding was converted into the right to receive $54.20 per share in cash, without interest and subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by a non-employee member of the board of directors of the Issuer was converted into the right to receive an amount in cash, without interest, equal to the product of the number of shares subject to such award multiplied by the Merger Consideration. Mr. Egon Durban resigned from the board of directors of the Issuer effective upon closing of the Merger.

F8 · shares: Includes 5,752 restricted stock units which were canceled in connection with the Merger and converted into the right to receive an amount of cash equal to the product of the number of shares subject to such restricted stock unit multiplied by the Merger Consideration.

F1 · price: On October 27, 2022, pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), X Holdings II, Inc. merged with and into Twitter, Inc. (the "Issuer"), with the Issuer continuing as the surviving corporation and a subsidiary of X Holdings I, Inc. (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock of the Issuer ("Common Stock") outstanding was converted into the right to receive $54.20 per share in cash, without interest and subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by a non-employee member of the board of directors of the Issuer was converted into the right to receive an amount in cash, without interest, equal to the product of the number of shares subject to such award multiplied by the Merger Consideration. Mr. Egon Durban resigned from the board of directors of the Issuer effective upon closing of the Merger.

F9 · ownership.nature: These securities were held by Mr. Durban for the benefit of Silver Lake Technology Management, L.L.C., certain of its affiliates, and certain of the funds they manage ("Silver Lake"). Mr. Durban served as a member of the board of directors of the Issuer. Pursuant to Mr. Durban's arrangement with Silver Lake with respect to director compensation, upon the sale of these securities, the proceeds from such sale(s) are to be remitted to Silver Lake's limited partners.

Read SEC document
October 27, 2022 Filed Oct 31, 2022 21:05 UTC TWITTER, INC. TWTR · Entity 15435 Disposition to issuerCommon Stock 25,200 $54.20 $1,365,840.00
Disclosure

SEC source: 0000899243-22-034602 · doc4.xml · nonDerivative · entry 2

SLAA (GP), L.L.C. · CIK 0001722977 · Director

Silver Lake Group, L.L.C. · CIK 0001418226 · Director

Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director

SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director

SLA CM Titus GP, L.L.C. · CIK 0001806482 · Director

SLA CM Titus Holdings, L.P. · CIK 0001806480 · Director

Durban Egon · CIK 0001651403 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Held through Silver Lake Technology Investors V, L.P.

Disclosed balance after: 0

F1 · kind: On October 27, 2022, pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), X Holdings II, Inc. merged with and into Twitter, Inc. (the "Issuer"), with the Issuer continuing as the surviving corporation and a subsidiary of X Holdings I, Inc. (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock of the Issuer ("Common Stock") outstanding was converted into the right to receive $54.20 per share in cash, without interest and subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by a non-employee member of the board of directors of the Issuer was converted into the right to receive an amount in cash, without interest, equal to the product of the number of shares subject to such award multiplied by the Merger Consideration. Mr. Egon Durban resigned from the board of directors of the Issuer effective upon closing of the Merger.

F1 · price: On October 27, 2022, pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), X Holdings II, Inc. merged with and into Twitter, Inc. (the "Issuer"), with the Issuer continuing as the surviving corporation and a subsidiary of X Holdings I, Inc. (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock of the Issuer ("Common Stock") outstanding was converted into the right to receive $54.20 per share in cash, without interest and subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by a non-employee member of the board of directors of the Issuer was converted into the right to receive an amount in cash, without interest, equal to the product of the number of shares subject to such award multiplied by the Merger Consideration. Mr. Egon Durban resigned from the board of directors of the Issuer effective upon closing of the Merger.

F3 · ownership.nature: Represents securities held by Silver Lake Technology Investors V, L.P. ("SLTI V").

F5 · ownership.nature: Silver Lake Technology Associates V, L.P. ("SLTA V") is the general partner of each of SLP V, SLTI V and SLP V GP. SLTA V (GP), L.L.C. ("SLTA V GP") is the general partner of SLTA V.

F7 · ownership.nature: Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA V GP and SLAA GP. Mr. Egon Durban served as a member of the board of directors of the Issuer until closing of the Merger and is Co-CEO and Managing Member of SLG. Each of SLP V, SLTI V, SLP Titus II, SLP Titus GP II, SLP V GP, SLTA V, SLTA V GP, SLA Titus, SLA Titus GP, SLA GP, SLAA, SLAA GP and SLG may be deemed to have been a director by deputization of the Issuer.

Read SEC document
October 27, 2022 Filed Oct 31, 2022 21:05 UTC TWITTER, INC. TWTR · Entity 15435 Disposition to issuerCommon Stock 2,074,800 $54.20 $112,454,160.00
Disclosure

SEC source: 0000899243-22-034602 · doc4.xml · nonDerivative · entry 1

SLAA (GP), L.L.C. · CIK 0001722977 · Director

Silver Lake Group, L.L.C. · CIK 0001418226 · Director

Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director

SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director

SLA CM Titus GP, L.L.C. · CIK 0001806482 · Director

SLA CM Titus Holdings, L.P. · CIK 0001806480 · Director

Durban Egon · CIK 0001651403 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Held through Silver Lake Partners V DE (AIV V), L.P.

Disclosed balance after: 0

F1 · kind: On October 27, 2022, pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), X Holdings II, Inc. merged with and into Twitter, Inc. (the "Issuer"), with the Issuer continuing as the surviving corporation and a subsidiary of X Holdings I, Inc. (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock of the Issuer ("Common Stock") outstanding was converted into the right to receive $54.20 per share in cash, without interest and subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by a non-employee member of the board of directors of the Issuer was converted into the right to receive an amount in cash, without interest, equal to the product of the number of shares subject to such award multiplied by the Merger Consideration. Mr. Egon Durban resigned from the board of directors of the Issuer effective upon closing of the Merger.

F1 · price: On October 27, 2022, pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), X Holdings II, Inc. merged with and into Twitter, Inc. (the "Issuer"), with the Issuer continuing as the surviving corporation and a subsidiary of X Holdings I, Inc. (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock of the Issuer ("Common Stock") outstanding was converted into the right to receive $54.20 per share in cash, without interest and subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by a non-employee member of the board of directors of the Issuer was converted into the right to receive an amount in cash, without interest, equal to the product of the number of shares subject to such award multiplied by the Merger Consideration. Mr. Egon Durban resigned from the board of directors of the Issuer effective upon closing of the Merger.

F2 · ownership.nature: Represents securities held by Silver Lake Partners V DE (AIV V), L.P. ("SLP V").

F5 · ownership.nature: Silver Lake Technology Associates V, L.P. ("SLTA V") is the general partner of each of SLP V, SLTI V and SLP V GP. SLTA V (GP), L.L.C. ("SLTA V GP") is the general partner of SLTA V.

F7 · ownership.nature: Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA V GP and SLAA GP. Mr. Egon Durban served as a member of the board of directors of the Issuer until closing of the Merger and is Co-CEO and Managing Member of SLG. Each of SLP V, SLTI V, SLP Titus II, SLP Titus GP II, SLP V GP, SLTA V, SLTA V GP, SLA Titus, SLA Titus GP, SLA GP, SLAA, SLAA GP and SLG may be deemed to have been a director by deputization of the Issuer.

Read SEC document
October 15, 2021 Filed Oct 19, 2021 21:00 UTC Cornerstone OnDemand Inc CSOD · Entity 134445 Exercise / conversion5.75% Convertible Senior Notes due 2023 · Derivative 75,758,000 $0.00 $0.00
Disclosure

SEC source: 0000899243-21-040626 · doc4.xml · derivative · entry 7

SLAA (GP), L.L.C. · CIK 0001722977 · Director · 10% owner

Silver Lake Group, L.L.C. · CIK 0001418226 · Director · 10% owner

Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director · 10% owner

SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director · 10% owner

SLA CM GP, L.L.C. · CIK 0001790767 · Director · 10% owner

SLA CM Chicago Holdings, L.P. · CIK 0001790763 · Director · 10% owner

SLA Co-Invest, GP, L.L.C. · CIK 0001724587 · Director · 10% owner

SLA Chicago Co-Invest II, L.P. · CIK 0001724586 · Director · 10% owner

Osnoss Joseph · CIK 0001603955 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Held through SLA Chicago Co-Invest II, L.P.

Disclosed balance after: 0

Underlying: Common Stock · 1,908,085 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: On October 15, 2021, pursuant to the terms of an Agreement and Plan (the "Merger Agreement"), an affiliate of Clearlake Capital Group, L.P. ("Clearlake") merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and an indirect wholly-owned subsidiary of Clearlake. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.0001 per share, of the Issuer ("Common Stock") outstanding was converted into the right to receive $57.50 per share in cash, without interest and subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by directors of the Issuer were converted into the right to receive an amount in cash equal to the product of the number of shares subject to such award multiplied by the Merger Consideration.

F2 · derivative.exercise_price: In connection with the Merger, the 5.75% Convertible Senior Notes ("Convertible Notes"), held by the Reporting Persons were automatically converted into an amount of cash equal to the product of the number of shares issuable upon conversion of the principal amount thereof, based on a conversion rate of 23.8095 per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $42.00 per share of Common Stock), as adjusted pursuant to the terms of the Indenture governing the Convertible Notes, multiplied by the Merger Consideration, plus accrued and unpaid interest.

F1 · kind: On October 15, 2021, pursuant to the terms of an Agreement and Plan (the "Merger Agreement"), an affiliate of Clearlake Capital Group, L.P. ("Clearlake") merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and an indirect wholly-owned subsidiary of Clearlake. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.0001 per share, of the Issuer ("Common Stock") outstanding was converted into the right to receive $57.50 per share in cash, without interest and subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by directors of the Issuer were converted into the right to receive an amount in cash equal to the product of the number of shares subject to such award multiplied by the Merger Consideration.

F2 · kind: In connection with the Merger, the 5.75% Convertible Senior Notes ("Convertible Notes"), held by the Reporting Persons were automatically converted into an amount of cash equal to the product of the number of shares issuable upon conversion of the principal amount thereof, based on a conversion rate of 23.8095 per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $42.00 per share of Common Stock), as adjusted pursuant to the terms of the Indenture governing the Convertible Notes, multiplied by the Merger Consideration, plus accrued and unpaid interest.

F7 · derivative.exercise_date: Prior to the consummation of the Merger, the Convertible Notes were scheduled to mature on March 17, 2023, subject to earlier repurchase or conversion in accordance with their terms.

F7 · derivative.expiration_date: Prior to the consummation of the Merger, the Convertible Notes were scheduled to mature on March 17, 2023, subject to earlier repurchase or conversion in accordance with their terms.

F1 · derivative.underlying_shares: On October 15, 2021, pursuant to the terms of an Agreement and Plan (the "Merger Agreement"), an affiliate of Clearlake Capital Group, L.P. ("Clearlake") merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and an indirect wholly-owned subsidiary of Clearlake. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.0001 per share, of the Issuer ("Common Stock") outstanding was converted into the right to receive $57.50 per share in cash, without interest and subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by directors of the Issuer were converted into the right to receive an amount in cash equal to the product of the number of shares subject to such award multiplied by the Merger Consideration.

F2 · derivative.underlying_shares: In connection with the Merger, the 5.75% Convertible Senior Notes ("Convertible Notes"), held by the Reporting Persons were automatically converted into an amount of cash equal to the product of the number of shares issuable upon conversion of the principal amount thereof, based on a conversion rate of 23.8095 per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $42.00 per share of Common Stock), as adjusted pursuant to the terms of the Indenture governing the Convertible Notes, multiplied by the Merger Consideration, plus accrued and unpaid interest.

F4 · ownership.nature: These securities were directly held by SLA Chicago Co-Invest II, L.P. ("Co-Invest"). SLA Co-Invest, GP, L.L.C., ("Co-Invest GP") is the general partner of Co-Invest.

F5 · ownership.nature: Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP and Co-Invest GP. Mr. Joseph Osnoss served as a member of the board of directors of the Issuer and is a Managing Director of SLG. Each of SLA CM Chicago, SLA CM GP, SLA CM LLC, Co-Invest, Co-Invest GP, SLAA, SLAA GP and SLG may have been deemed to be a director by deputization of the Issuer.

Read SEC document
October 15, 2021 Filed Oct 19, 2021 21:00 UTC Cornerstone OnDemand Inc CSOD · Entity 134445 Exercise / conversion5.75% Convertible Senior Notes due 2023 · Derivative 218,242,000 $0.00 $0.00
Disclosure

SEC source: 0000899243-21-040626 · doc4.xml · derivative · entry 6

SLAA (GP), L.L.C. · CIK 0001722977 · Director · 10% owner

Silver Lake Group, L.L.C. · CIK 0001418226 · Director · 10% owner

Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director · 10% owner

SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director · 10% owner

SLA CM GP, L.L.C. · CIK 0001790767 · Director · 10% owner

SLA CM Chicago Holdings, L.P. · CIK 0001790763 · Director · 10% owner

SLA Co-Invest, GP, L.L.C. · CIK 0001724587 · Director · 10% owner

SLA Chicago Co-Invest II, L.P. · CIK 0001724586 · Director · 10% owner

Osnoss Joseph · CIK 0001603955 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Held through SLA CM Chicago Holdings, L.P.

Disclosed balance after: 0

Underlying: Common Stock · 5,496,771 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: On October 15, 2021, pursuant to the terms of an Agreement and Plan (the "Merger Agreement"), an affiliate of Clearlake Capital Group, L.P. ("Clearlake") merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and an indirect wholly-owned subsidiary of Clearlake. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.0001 per share, of the Issuer ("Common Stock") outstanding was converted into the right to receive $57.50 per share in cash, without interest and subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by directors of the Issuer were converted into the right to receive an amount in cash equal to the product of the number of shares subject to such award multiplied by the Merger Consideration.

F2 · derivative.exercise_price: In connection with the Merger, the 5.75% Convertible Senior Notes ("Convertible Notes"), held by the Reporting Persons were automatically converted into an amount of cash equal to the product of the number of shares issuable upon conversion of the principal amount thereof, based on a conversion rate of 23.8095 per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $42.00 per share of Common Stock), as adjusted pursuant to the terms of the Indenture governing the Convertible Notes, multiplied by the Merger Consideration, plus accrued and unpaid interest.

F1 · kind: On October 15, 2021, pursuant to the terms of an Agreement and Plan (the "Merger Agreement"), an affiliate of Clearlake Capital Group, L.P. ("Clearlake") merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and an indirect wholly-owned subsidiary of Clearlake. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.0001 per share, of the Issuer ("Common Stock") outstanding was converted into the right to receive $57.50 per share in cash, without interest and subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by directors of the Issuer were converted into the right to receive an amount in cash equal to the product of the number of shares subject to such award multiplied by the Merger Consideration.

F2 · kind: In connection with the Merger, the 5.75% Convertible Senior Notes ("Convertible Notes"), held by the Reporting Persons were automatically converted into an amount of cash equal to the product of the number of shares issuable upon conversion of the principal amount thereof, based on a conversion rate of 23.8095 per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $42.00 per share of Common Stock), as adjusted pursuant to the terms of the Indenture governing the Convertible Notes, multiplied by the Merger Consideration, plus accrued and unpaid interest.

F7 · derivative.exercise_date: Prior to the consummation of the Merger, the Convertible Notes were scheduled to mature on March 17, 2023, subject to earlier repurchase or conversion in accordance with their terms.

F7 · derivative.expiration_date: Prior to the consummation of the Merger, the Convertible Notes were scheduled to mature on March 17, 2023, subject to earlier repurchase or conversion in accordance with their terms.

F1 · derivative.underlying_shares: On October 15, 2021, pursuant to the terms of an Agreement and Plan (the "Merger Agreement"), an affiliate of Clearlake Capital Group, L.P. ("Clearlake") merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and an indirect wholly-owned subsidiary of Clearlake. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.0001 per share, of the Issuer ("Common Stock") outstanding was converted into the right to receive $57.50 per share in cash, without interest and subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by directors of the Issuer were converted into the right to receive an amount in cash equal to the product of the number of shares subject to such award multiplied by the Merger Consideration.

F2 · derivative.underlying_shares: In connection with the Merger, the 5.75% Convertible Senior Notes ("Convertible Notes"), held by the Reporting Persons were automatically converted into an amount of cash equal to the product of the number of shares issuable upon conversion of the principal amount thereof, based on a conversion rate of 23.8095 per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $42.00 per share of Common Stock), as adjusted pursuant to the terms of the Indenture governing the Convertible Notes, multiplied by the Merger Consideration, plus accrued and unpaid interest.

F3 · ownership.nature: These securities were held by SLA CM Chicago Holdings, L.P. ("SLA CM Chicago"). SLA CM GP, L.L.C. ("SLA CM GP") is the general partner of SLA CM Chicago. SL Alpine Aggregator GP, L.L.C. ("SLA CM LLC") is the sole member of SLA CM GP. Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM LLC. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA.

F5 · ownership.nature: Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP and Co-Invest GP. Mr. Joseph Osnoss served as a member of the board of directors of the Issuer and is a Managing Director of SLG. Each of SLA CM Chicago, SLA CM GP, SLA CM LLC, Co-Invest, Co-Invest GP, SLAA, SLAA GP and SLG may have been deemed to be a director by deputization of the Issuer.

Read SEC document
October 15, 2021 Filed Oct 19, 2021 21:00 UTC Cornerstone OnDemand Inc CSOD · Entity 134445 Disposition to issuerCommon Stock 30,360 $57.50 $1,745,700.00
Disclosure

SEC source: 0000899243-21-040626 · doc4.xml · nonDerivative · entry 5

SLAA (GP), L.L.C. · CIK 0001722977 · Director · 10% owner

Silver Lake Group, L.L.C. · CIK 0001418226 · Director · 10% owner

Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director · 10% owner

SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director · 10% owner

SLA CM GP, L.L.C. · CIK 0001790767 · Director · 10% owner

SLA CM Chicago Holdings, L.P. · CIK 0001790763 · Director · 10% owner

SLA Co-Invest, GP, L.L.C. · CIK 0001724587 · Director · 10% owner

SLA Chicago Co-Invest II, L.P. · CIK 0001724586 · Director · 10% owner

Osnoss Joseph · CIK 0001603955 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 0

F1 · kind: On October 15, 2021, pursuant to the terms of an Agreement and Plan (the "Merger Agreement"), an affiliate of Clearlake Capital Group, L.P. ("Clearlake") merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and an indirect wholly-owned subsidiary of Clearlake. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.0001 per share, of the Issuer ("Common Stock") outstanding was converted into the right to receive $57.50 per share in cash, without interest and subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by directors of the Issuer were converted into the right to receive an amount in cash equal to the product of the number of shares subject to such award multiplied by the Merger Consideration.

F1 · price: On October 15, 2021, pursuant to the terms of an Agreement and Plan (the "Merger Agreement"), an affiliate of Clearlake Capital Group, L.P. ("Clearlake") merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and an indirect wholly-owned subsidiary of Clearlake. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.0001 per share, of the Issuer ("Common Stock") outstanding was converted into the right to receive $57.50 per share in cash, without interest and subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by directors of the Issuer were converted into the right to receive an amount in cash equal to the product of the number of shares subject to such award multiplied by the Merger Consideration.

F6 · ownership.nature: These securities were held by Mr. Osnoss for the benefit of Silver Lake Technology Management, L.L.C., certain of its affiliates or certain of the funds they manage ("Silver Lake"). Mr. Osnoss served as a director of the Issuer. Pursuant to Silver Lake's policies with respect to director compensation, upon the sale of these securities, the proceeds from such sale are expected to be remitted to Silver Lake and/or its limited partners. Mr. Osnoss, through his role at Silver Lake, may have been deemed to have an indirect interest in the securities reported herein.

Read SEC document
October 15, 2021 Filed Oct 19, 2021 21:00 UTC Cornerstone OnDemand Inc CSOD · Entity 134445 Disposition to issuerCommon Stock 1,908,085 $57.50 $109,714,887.50
Disclosure

SEC source: 0000899243-21-040626 · doc4.xml · nonDerivative · entry 4

SLAA (GP), L.L.C. · CIK 0001722977 · Director · 10% owner

Silver Lake Group, L.L.C. · CIK 0001418226 · Director · 10% owner

Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director · 10% owner

SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director · 10% owner

SLA CM GP, L.L.C. · CIK 0001790767 · Director · 10% owner

SLA CM Chicago Holdings, L.P. · CIK 0001790763 · Director · 10% owner

SLA Co-Invest, GP, L.L.C. · CIK 0001724587 · Director · 10% owner

SLA Chicago Co-Invest II, L.P. · CIK 0001724586 · Director · 10% owner

Osnoss Joseph · CIK 0001603955 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Held through SLA Chicago Co-Invest II, L.P.

Disclosed balance after: 0

F1 · kind: On October 15, 2021, pursuant to the terms of an Agreement and Plan (the "Merger Agreement"), an affiliate of Clearlake Capital Group, L.P. ("Clearlake") merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and an indirect wholly-owned subsidiary of Clearlake. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.0001 per share, of the Issuer ("Common Stock") outstanding was converted into the right to receive $57.50 per share in cash, without interest and subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by directors of the Issuer were converted into the right to receive an amount in cash equal to the product of the number of shares subject to such award multiplied by the Merger Consideration.

F2 · kind: In connection with the Merger, the 5.75% Convertible Senior Notes ("Convertible Notes"), held by the Reporting Persons were automatically converted into an amount of cash equal to the product of the number of shares issuable upon conversion of the principal amount thereof, based on a conversion rate of 23.8095 per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $42.00 per share of Common Stock), as adjusted pursuant to the terms of the Indenture governing the Convertible Notes, multiplied by the Merger Consideration, plus accrued and unpaid interest.

F1 · price: On October 15, 2021, pursuant to the terms of an Agreement and Plan (the "Merger Agreement"), an affiliate of Clearlake Capital Group, L.P. ("Clearlake") merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and an indirect wholly-owned subsidiary of Clearlake. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.0001 per share, of the Issuer ("Common Stock") outstanding was converted into the right to receive $57.50 per share in cash, without interest and subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by directors of the Issuer were converted into the right to receive an amount in cash equal to the product of the number of shares subject to such award multiplied by the Merger Consideration.

F2 · price: In connection with the Merger, the 5.75% Convertible Senior Notes ("Convertible Notes"), held by the Reporting Persons were automatically converted into an amount of cash equal to the product of the number of shares issuable upon conversion of the principal amount thereof, based on a conversion rate of 23.8095 per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $42.00 per share of Common Stock), as adjusted pursuant to the terms of the Indenture governing the Convertible Notes, multiplied by the Merger Consideration, plus accrued and unpaid interest.

F4 · ownership.nature: These securities were directly held by SLA Chicago Co-Invest II, L.P. ("Co-Invest"). SLA Co-Invest, GP, L.L.C., ("Co-Invest GP") is the general partner of Co-Invest.

F5 · ownership.nature: Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP and Co-Invest GP. Mr. Joseph Osnoss served as a member of the board of directors of the Issuer and is a Managing Director of SLG. Each of SLA CM Chicago, SLA CM GP, SLA CM LLC, Co-Invest, Co-Invest GP, SLAA, SLAA GP and SLG may have been deemed to be a director by deputization of the Issuer.

Read SEC document
October 15, 2021 Filed Oct 19, 2021 21:00 UTC Cornerstone OnDemand Inc CSOD · Entity 134445 Exercise / conversionCommon Stock 1,908,085 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-21-040626 · doc4.xml · nonDerivative · entry 3

SLAA (GP), L.L.C. · CIK 0001722977 · Director · 10% owner

Silver Lake Group, L.L.C. · CIK 0001418226 · Director · 10% owner

Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director · 10% owner

SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director · 10% owner

SLA CM GP, L.L.C. · CIK 0001790767 · Director · 10% owner

SLA CM Chicago Holdings, L.P. · CIK 0001790763 · Director · 10% owner

SLA Co-Invest, GP, L.L.C. · CIK 0001724587 · Director · 10% owner

SLA Chicago Co-Invest II, L.P. · CIK 0001724586 · Director · 10% owner

Osnoss Joseph · CIK 0001603955 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Held through SLA Chicago Co-Invest II, L.P.

Disclosed balance after: 1,908,085

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: On October 15, 2021, pursuant to the terms of an Agreement and Plan (the "Merger Agreement"), an affiliate of Clearlake Capital Group, L.P. ("Clearlake") merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and an indirect wholly-owned subsidiary of Clearlake. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.0001 per share, of the Issuer ("Common Stock") outstanding was converted into the right to receive $57.50 per share in cash, without interest and subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by directors of the Issuer were converted into the right to receive an amount in cash equal to the product of the number of shares subject to such award multiplied by the Merger Consideration.

F2 · kind: In connection with the Merger, the 5.75% Convertible Senior Notes ("Convertible Notes"), held by the Reporting Persons were automatically converted into an amount of cash equal to the product of the number of shares issuable upon conversion of the principal amount thereof, based on a conversion rate of 23.8095 per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $42.00 per share of Common Stock), as adjusted pursuant to the terms of the Indenture governing the Convertible Notes, multiplied by the Merger Consideration, plus accrued and unpaid interest.

F1 · price: On October 15, 2021, pursuant to the terms of an Agreement and Plan (the "Merger Agreement"), an affiliate of Clearlake Capital Group, L.P. ("Clearlake") merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and an indirect wholly-owned subsidiary of Clearlake. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.0001 per share, of the Issuer ("Common Stock") outstanding was converted into the right to receive $57.50 per share in cash, without interest and subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by directors of the Issuer were converted into the right to receive an amount in cash equal to the product of the number of shares subject to such award multiplied by the Merger Consideration.

F2 · price: In connection with the Merger, the 5.75% Convertible Senior Notes ("Convertible Notes"), held by the Reporting Persons were automatically converted into an amount of cash equal to the product of the number of shares issuable upon conversion of the principal amount thereof, based on a conversion rate of 23.8095 per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $42.00 per share of Common Stock), as adjusted pursuant to the terms of the Indenture governing the Convertible Notes, multiplied by the Merger Consideration, plus accrued and unpaid interest.

F4 · ownership.nature: These securities were directly held by SLA Chicago Co-Invest II, L.P. ("Co-Invest"). SLA Co-Invest, GP, L.L.C., ("Co-Invest GP") is the general partner of Co-Invest.

F5 · ownership.nature: Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP and Co-Invest GP. Mr. Joseph Osnoss served as a member of the board of directors of the Issuer and is a Managing Director of SLG. Each of SLA CM Chicago, SLA CM GP, SLA CM LLC, Co-Invest, Co-Invest GP, SLAA, SLAA GP and SLG may have been deemed to be a director by deputization of the Issuer.

Read SEC document
October 15, 2021 Filed Oct 19, 2021 21:00 UTC Cornerstone OnDemand Inc CSOD · Entity 134445 Disposition to issuerCommon Stock 5,496,771 $57.50 $316,064,332.50
Disclosure

SEC source: 0000899243-21-040626 · doc4.xml · nonDerivative · entry 2

SLAA (GP), L.L.C. · CIK 0001722977 · Director · 10% owner

Silver Lake Group, L.L.C. · CIK 0001418226 · Director · 10% owner

Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director · 10% owner

SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director · 10% owner

SLA CM GP, L.L.C. · CIK 0001790767 · Director · 10% owner

SLA CM Chicago Holdings, L.P. · CIK 0001790763 · Director · 10% owner

SLA Co-Invest, GP, L.L.C. · CIK 0001724587 · Director · 10% owner

SLA Chicago Co-Invest II, L.P. · CIK 0001724586 · Director · 10% owner

Osnoss Joseph · CIK 0001603955 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Held through SLA CM Chicago Holdings, L.P.

Disclosed balance after: 0

F1 · kind: On October 15, 2021, pursuant to the terms of an Agreement and Plan (the "Merger Agreement"), an affiliate of Clearlake Capital Group, L.P. ("Clearlake") merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and an indirect wholly-owned subsidiary of Clearlake. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.0001 per share, of the Issuer ("Common Stock") outstanding was converted into the right to receive $57.50 per share in cash, without interest and subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by directors of the Issuer were converted into the right to receive an amount in cash equal to the product of the number of shares subject to such award multiplied by the Merger Consideration.

F2 · kind: In connection with the Merger, the 5.75% Convertible Senior Notes ("Convertible Notes"), held by the Reporting Persons were automatically converted into an amount of cash equal to the product of the number of shares issuable upon conversion of the principal amount thereof, based on a conversion rate of 23.8095 per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $42.00 per share of Common Stock), as adjusted pursuant to the terms of the Indenture governing the Convertible Notes, multiplied by the Merger Consideration, plus accrued and unpaid interest.

F1 · price: On October 15, 2021, pursuant to the terms of an Agreement and Plan (the "Merger Agreement"), an affiliate of Clearlake Capital Group, L.P. ("Clearlake") merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and an indirect wholly-owned subsidiary of Clearlake. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.0001 per share, of the Issuer ("Common Stock") outstanding was converted into the right to receive $57.50 per share in cash, without interest and subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by directors of the Issuer were converted into the right to receive an amount in cash equal to the product of the number of shares subject to such award multiplied by the Merger Consideration.

F2 · price: In connection with the Merger, the 5.75% Convertible Senior Notes ("Convertible Notes"), held by the Reporting Persons were automatically converted into an amount of cash equal to the product of the number of shares issuable upon conversion of the principal amount thereof, based on a conversion rate of 23.8095 per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $42.00 per share of Common Stock), as adjusted pursuant to the terms of the Indenture governing the Convertible Notes, multiplied by the Merger Consideration, plus accrued and unpaid interest.

F3 · ownership.nature: These securities were held by SLA CM Chicago Holdings, L.P. ("SLA CM Chicago"). SLA CM GP, L.L.C. ("SLA CM GP") is the general partner of SLA CM Chicago. SL Alpine Aggregator GP, L.L.C. ("SLA CM LLC") is the sole member of SLA CM GP. Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM LLC. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA.

F5 · ownership.nature: Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP and Co-Invest GP. Mr. Joseph Osnoss served as a member of the board of directors of the Issuer and is a Managing Director of SLG. Each of SLA CM Chicago, SLA CM GP, SLA CM LLC, Co-Invest, Co-Invest GP, SLAA, SLAA GP and SLG may have been deemed to be a director by deputization of the Issuer.

Read SEC document
October 15, 2021 Filed Oct 19, 2021 21:00 UTC Cornerstone OnDemand Inc CSOD · Entity 134445 Exercise / conversionCommon Stock 5,496,771 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-21-040626 · doc4.xml · nonDerivative · entry 1

SLAA (GP), L.L.C. · CIK 0001722977 · Director · 10% owner

Silver Lake Group, L.L.C. · CIK 0001418226 · Director · 10% owner

Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director · 10% owner

SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director · 10% owner

SLA CM GP, L.L.C. · CIK 0001790767 · Director · 10% owner

SLA CM Chicago Holdings, L.P. · CIK 0001790763 · Director · 10% owner

SLA Co-Invest, GP, L.L.C. · CIK 0001724587 · Director · 10% owner

SLA Chicago Co-Invest II, L.P. · CIK 0001724586 · Director · 10% owner

Osnoss Joseph · CIK 0001603955 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Held through SLA CM Chicago Holdings, L.P.

Disclosed balance after: 5,496,771

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: On October 15, 2021, pursuant to the terms of an Agreement and Plan (the "Merger Agreement"), an affiliate of Clearlake Capital Group, L.P. ("Clearlake") merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and an indirect wholly-owned subsidiary of Clearlake. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.0001 per share, of the Issuer ("Common Stock") outstanding was converted into the right to receive $57.50 per share in cash, without interest and subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by directors of the Issuer were converted into the right to receive an amount in cash equal to the product of the number of shares subject to such award multiplied by the Merger Consideration.

F2 · kind: In connection with the Merger, the 5.75% Convertible Senior Notes ("Convertible Notes"), held by the Reporting Persons were automatically converted into an amount of cash equal to the product of the number of shares issuable upon conversion of the principal amount thereof, based on a conversion rate of 23.8095 per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $42.00 per share of Common Stock), as adjusted pursuant to the terms of the Indenture governing the Convertible Notes, multiplied by the Merger Consideration, plus accrued and unpaid interest.

F1 · price: On October 15, 2021, pursuant to the terms of an Agreement and Plan (the "Merger Agreement"), an affiliate of Clearlake Capital Group, L.P. ("Clearlake") merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and an indirect wholly-owned subsidiary of Clearlake. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.0001 per share, of the Issuer ("Common Stock") outstanding was converted into the right to receive $57.50 per share in cash, without interest and subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by directors of the Issuer were converted into the right to receive an amount in cash equal to the product of the number of shares subject to such award multiplied by the Merger Consideration.

F2 · price: In connection with the Merger, the 5.75% Convertible Senior Notes ("Convertible Notes"), held by the Reporting Persons were automatically converted into an amount of cash equal to the product of the number of shares issuable upon conversion of the principal amount thereof, based on a conversion rate of 23.8095 per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $42.00 per share of Common Stock), as adjusted pursuant to the terms of the Indenture governing the Convertible Notes, multiplied by the Merger Consideration, plus accrued and unpaid interest.

F3 · ownership.nature: These securities were held by SLA CM Chicago Holdings, L.P. ("SLA CM Chicago"). SLA CM GP, L.L.C. ("SLA CM GP") is the general partner of SLA CM Chicago. SL Alpine Aggregator GP, L.L.C. ("SLA CM LLC") is the sole member of SLA CM GP. Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM LLC. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA.

F5 · ownership.nature: Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP and Co-Invest GP. Mr. Joseph Osnoss served as a member of the board of directors of the Issuer and is a Managing Director of SLG. Each of SLA CM Chicago, SLA CM GP, SLA CM LLC, Co-Invest, Co-Invest GP, SLAA, SLAA GP and SLG may have been deemed to be a director by deputization of the Issuer.

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July 15, 2021 Filed Jul 16, 2021 17:08 UTC SPLUNK INC SPLK · Entity 92815 Other0.75% Convertible Senior Notes due 2026 · Derivative Not disclosed $10,003,500.00 Strike: $160.00 $10,000,000.00
Disclosure

SEC source: 0000899243-21-028676 · doc4.xml · derivative · entry 2

SLAA (GP), L.L.C. · CIK 0001722977 · Director

Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director

SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director

SLA Spark Aggregator, L.P. · CIK 0001871572 · Director

SLA Spark GP, L.L.C. · CIK 0001871573 · Director

SLA Spark Holdings, L.P. · CIK 0001871571 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Held through SLA Spark Holdings, L.P.

Disclosed balance after: Not disclosed

Underlying: Common Stock · 62,500 shares

Expires not disclosed

F5 · derivative.exercise_price: The initial Conversion Rate (as defined below) is equivalent to an initial conversion price of $160.00 per share of Common Stock.

F1 · kind: This filing reflects the consummation of a planned syndication of a small portion of the $1 billion in aggregate of 0.75% Convertible Senior Notes due 2026 (the "Convertible Notes") of Splunk Inc. (the "Issuer") purchased by SLP Spark Holdings, L.P. ("SLP Spark") and SLA Spark Holdings, L.P. ("SLA Spark") on July 9, 2021, which syndication was completed on July 15, 2021 through the transfer of $50 million of Convertible Notes to an unaffiliated third party, with consent to transfer by the Issuer, for aggregate consideration of $50,017,500.

F6 · derivative.exercise_date: In accordance with the Investment Agreement dated June 22, 2021, SLP Spark and SLA Spark are restricted from exercising the Convertible Notes prior to the earlier of (i) the second anniversary of the date of issuance and (ii) immediately prior to the consummation of a change of control of the Issuer, in each case, subject to certain exceptions.

F7 · derivative.expiration_date: The Convertible Notes mature on July 15, 2026, subject to earlier redemption, repurchase or conversion in accordance with their terms.

F8 · derivative.underlying_shares: Upon conversion of the Convertible Notes, the Issuer will deliver, at its election (or at the holder's election if in connection with a redemption), cash, Common Stock or combination thereof. Upon a redemption of the Convertible Notes at the Issuer's option, the redemption price will be paid in cash, unless holders elect to convert instead. This number represents the number of shares of Common Stock issuable upon conversion of the Convertible Notes transferred if the Issuer elects to settle its conversion obligation solely through shares of Common Stock by delivering a number of shares of Common Stock at the initial conversion rate of 6.2500 shares of Common Stock (the "Conversion Rate"), and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of Convertible Notes. The initial Conversion Rate is subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of an indenture governing the Convertible Notes.

F3 · ownership.nature: Represents securities held by SLA Spark. SLA Spark GP, L.L.C. ("SLA Spark GP") is the general partner of SLA Spark. SLA Spark Aggregator, L.P. ("SLA Aggregator") is the managing member of SLA Spark GP. SL Alpine Aggregator GP, L.L.C. ("SLA GP") is the general partner of SLA Aggregator. Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA GP. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA.

F4 · ownership.nature: Silver Lake Group, L.L.C. ("SLG") is the managing member of each of SLTA VI and SLAA. Mr. Kenneth Hao serves as a member of the board of directors of the Issuer and as Chairman and managing member of SLG. Each of SLP Spark, SLP Spark GP, SLP Aggregator, SLP VI GP, SLTA VI, SLTA VI GP, SLA Spark, SLA Spark GP, SLA Aggregator, SLA GP, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

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July 15, 2021 Filed Jul 16, 2021 17:08 UTC SPLUNK INC SPLK · Entity 92815 Other0.75% Convertible Senior Notes due 2026 · Derivative Not disclosed $40,014,000.00 Strike: $160.00 $40,000,000.00
Disclosure

SEC source: 0000899243-21-028676 · doc4.xml · derivative · entry 1

SLAA (GP), L.L.C. · CIK 0001722977 · Director

Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director

SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director

SLA Spark Aggregator, L.P. · CIK 0001871572 · Director

SLA Spark GP, L.L.C. · CIK 0001871573 · Director

SLA Spark Holdings, L.P. · CIK 0001871571 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Held through SLP Spark Holdings, L.P.

Disclosed balance after: Not disclosed

Underlying: Common Stock · 250,000 shares

Expires not disclosed

F5 · derivative.exercise_price: The initial Conversion Rate (as defined below) is equivalent to an initial conversion price of $160.00 per share of Common Stock.

F1 · kind: This filing reflects the consummation of a planned syndication of a small portion of the $1 billion in aggregate of 0.75% Convertible Senior Notes due 2026 (the "Convertible Notes") of Splunk Inc. (the "Issuer") purchased by SLP Spark Holdings, L.P. ("SLP Spark") and SLA Spark Holdings, L.P. ("SLA Spark") on July 9, 2021, which syndication was completed on July 15, 2021 through the transfer of $50 million of Convertible Notes to an unaffiliated third party, with consent to transfer by the Issuer, for aggregate consideration of $50,017,500.

F6 · derivative.exercise_date: In accordance with the Investment Agreement dated June 22, 2021, SLP Spark and SLA Spark are restricted from exercising the Convertible Notes prior to the earlier of (i) the second anniversary of the date of issuance and (ii) immediately prior to the consummation of a change of control of the Issuer, in each case, subject to certain exceptions.

F7 · derivative.expiration_date: The Convertible Notes mature on July 15, 2026, subject to earlier redemption, repurchase or conversion in accordance with their terms.

F8 · derivative.underlying_shares: Upon conversion of the Convertible Notes, the Issuer will deliver, at its election (or at the holder's election if in connection with a redemption), cash, Common Stock or combination thereof. Upon a redemption of the Convertible Notes at the Issuer's option, the redemption price will be paid in cash, unless holders elect to convert instead. This number represents the number of shares of Common Stock issuable upon conversion of the Convertible Notes transferred if the Issuer elects to settle its conversion obligation solely through shares of Common Stock by delivering a number of shares of Common Stock at the initial conversion rate of 6.2500 shares of Common Stock (the "Conversion Rate"), and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of Convertible Notes. The initial Conversion Rate is subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of an indenture governing the Convertible Notes.

F2 · ownership.nature: Represents securities held by SLP Spark. SLP Spark GP, L.L.C. ("SLP Spark GP") is the general partner of SLP Spark. SLP Spark Aggregator, L.P. ("SLP Aggregator") is the managing member of SLP Spark GP. SLP VI Aggregator GP, L.L.C. ("SLP VI GP") is the general partner of SLP Aggregator. Silver Lake Technology Associates VI, L.P. ("SLTA VI") is the managing member of SLP VI GP. SLTA VI (GP), L.L.C. ("SLTA VI GP") is the general partner of SLTA VI.

F4 · ownership.nature: Silver Lake Group, L.L.C. ("SLG") is the managing member of each of SLTA VI and SLAA. Mr. Kenneth Hao serves as a member of the board of directors of the Issuer and as Chairman and managing member of SLG. Each of SLP Spark, SLP Spark GP, SLP Aggregator, SLP VI GP, SLTA VI, SLTA VI GP, SLA Spark, SLA Spark GP, SLA Aggregator, SLA GP, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

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July 06, 2021 Filed Jul 8, 2021 21:09 UTC EverCommerce Inc. EVCM · Entity 4719 ConversionSeries C Convertible Preferred Stock · Derivative 106,081 $0.00 $0.00
Disclosure

SEC source: 0000899243-21-027946 · doc4.xml · derivative · entry 13

Silver Lake Group, L.L.C. · CIK 0001418226 · Director · 10% owner

SLAA (GP), L.L.C. · CIK 0001722977 · Director · 10% owner

Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director · 10% owner

SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director · 10% owner

SLA CM GP, L.L.C. · CIK 0001790767 · Director · 10% owner

SLA CM Eclipse Holdings, L.P. · CIK 0001865834 · Director · 10% owner

SLA Eclipse Co-Invest, L.P. · CIK 0001786088 · Director · 10% owner

Osnoss Joseph · CIK 0001603955 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Held through SLA Eclipse Co-Invest, L.P.

Disclosed balance after: 0

Underlying: Common Stock · 106,081 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F5 · derivative.exercise_price: The shares of Convertible Preferred Stock of the Issuer automatically converted on a one-for-one basis into Common Stock upon the closing of the Issuer's initial public offering.

F5 · kind: The shares of Convertible Preferred Stock of the Issuer automatically converted on a one-for-one basis into Common Stock upon the closing of the Issuer's initial public offering.

F5 · derivative.exercise_date: The shares of Convertible Preferred Stock of the Issuer automatically converted on a one-for-one basis into Common Stock upon the closing of the Issuer's initial public offering.

F5 · derivative.expiration_date: The shares of Convertible Preferred Stock of the Issuer automatically converted on a one-for-one basis into Common Stock upon the closing of the Issuer's initial public offering.

F3 · ownership.nature: These securities are directly held by SLA Eclipse Co-Invest, L.P. ("SLA Co-Invest").

F4 · ownership.nature: Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM Aggregator and the general partner of SLA Co-Invest. The general partner of SLAA is SLAA (GP), L.L.C. ("SLAA GP"), the managing member of which is Silver Lake Group, L.L.C. ("SLG"). Joseph Osnoss serves as a director of the Issuer and managing member of SLG. Each of SLA Eclipse, SLA Co-Invest, SLA CM GP, SLA CM Aggregator, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

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July 06, 2021 Filed Jul 8, 2021 21:09 UTC EverCommerce Inc. EVCM · Entity 4719 ConversionSeries C Convertible Preferred Stock · Derivative 3,822,490 $0.00 $0.00
Disclosure

SEC source: 0000899243-21-027946 · doc4.xml · derivative · entry 12

Silver Lake Group, L.L.C. · CIK 0001418226 · Director · 10% owner

SLAA (GP), L.L.C. · CIK 0001722977 · Director · 10% owner

Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director · 10% owner

SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director · 10% owner

SLA CM GP, L.L.C. · CIK 0001790767 · Director · 10% owner

SLA CM Eclipse Holdings, L.P. · CIK 0001865834 · Director · 10% owner

SLA Eclipse Co-Invest, L.P. · CIK 0001786088 · Director · 10% owner

Osnoss Joseph · CIK 0001603955 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Held through SLA CM Eclipse Holdings, L.P.

Disclosed balance after: 0

Underlying: Common Stock · 3,822,490 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F5 · derivative.exercise_price: The shares of Convertible Preferred Stock of the Issuer automatically converted on a one-for-one basis into Common Stock upon the closing of the Issuer's initial public offering.

F5 · kind: The shares of Convertible Preferred Stock of the Issuer automatically converted on a one-for-one basis into Common Stock upon the closing of the Issuer's initial public offering.

F5 · derivative.exercise_date: The shares of Convertible Preferred Stock of the Issuer automatically converted on a one-for-one basis into Common Stock upon the closing of the Issuer's initial public offering.

F5 · derivative.expiration_date: The shares of Convertible Preferred Stock of the Issuer automatically converted on a one-for-one basis into Common Stock upon the closing of the Issuer's initial public offering.

F2 · ownership.nature: These securities are directly held by SLA CM Eclipse Holdings, L.P. ("SLA Eclipse"). The general partner of SLA Eclipse is SLA CM GP, L.L.C. ("SLA CM GP") and the sole member of SLA CM GP is SL Alpine Aggregator GP, L.L.C. ("SLA CM Aggregator").

F4 · ownership.nature: Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM Aggregator and the general partner of SLA Co-Invest. The general partner of SLAA is SLAA (GP), L.L.C. ("SLAA GP"), the managing member of which is Silver Lake Group, L.L.C. ("SLG"). Joseph Osnoss serves as a director of the Issuer and managing member of SLG. Each of SLA Eclipse, SLA Co-Invest, SLA CM GP, SLA CM Aggregator, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

Read SEC document
July 06, 2021 Filed Jul 8, 2021 21:09 UTC EverCommerce Inc. EVCM · Entity 4719 ConversionSeries B Convertible Preferred Stock · Derivative 6,096,644 $0.00 $0.00
Disclosure

SEC source: 0000899243-21-027946 · doc4.xml · derivative · entry 11

Silver Lake Group, L.L.C. · CIK 0001418226 · Director · 10% owner

SLAA (GP), L.L.C. · CIK 0001722977 · Director · 10% owner

Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director · 10% owner

SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director · 10% owner

SLA CM GP, L.L.C. · CIK 0001790767 · Director · 10% owner

SLA CM Eclipse Holdings, L.P. · CIK 0001865834 · Director · 10% owner

SLA Eclipse Co-Invest, L.P. · CIK 0001786088 · Director · 10% owner

Osnoss Joseph · CIK 0001603955 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Held through SLA Eclipse Co-Invest, L.P.

Disclosed balance after: 0

Underlying: Common Stock · 6,096,644 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F5 · derivative.exercise_price: The shares of Convertible Preferred Stock of the Issuer automatically converted on a one-for-one basis into Common Stock upon the closing of the Issuer's initial public offering.

F5 · kind: The shares of Convertible Preferred Stock of the Issuer automatically converted on a one-for-one basis into Common Stock upon the closing of the Issuer's initial public offering.

F5 · derivative.exercise_date: The shares of Convertible Preferred Stock of the Issuer automatically converted on a one-for-one basis into Common Stock upon the closing of the Issuer's initial public offering.

F5 · derivative.expiration_date: The shares of Convertible Preferred Stock of the Issuer automatically converted on a one-for-one basis into Common Stock upon the closing of the Issuer's initial public offering.

F3 · ownership.nature: These securities are directly held by SLA Eclipse Co-Invest, L.P. ("SLA Co-Invest").

F4 · ownership.nature: Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM Aggregator and the general partner of SLA Co-Invest. The general partner of SLAA is SLAA (GP), L.L.C. ("SLAA GP"), the managing member of which is Silver Lake Group, L.L.C. ("SLG"). Joseph Osnoss serves as a director of the Issuer and managing member of SLG. Each of SLA Eclipse, SLA Co-Invest, SLA CM GP, SLA CM Aggregator, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

Read SEC document
July 06, 2021 Filed Jul 8, 2021 21:09 UTC EverCommerce Inc. EVCM · Entity 4719 ConversionSeries B Convertible Preferred Stock · Derivative 52,648,162 $0.00 $0.00
Disclosure

SEC source: 0000899243-21-027946 · doc4.xml · derivative · entry 10

Silver Lake Group, L.L.C. · CIK 0001418226 · Director · 10% owner

SLAA (GP), L.L.C. · CIK 0001722977 · Director · 10% owner

Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director · 10% owner

SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director · 10% owner

SLA CM GP, L.L.C. · CIK 0001790767 · Director · 10% owner

SLA CM Eclipse Holdings, L.P. · CIK 0001865834 · Director · 10% owner

SLA Eclipse Co-Invest, L.P. · CIK 0001786088 · Director · 10% owner

Osnoss Joseph · CIK 0001603955 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Held through SLA CM Eclipse Holdings, L.P.

Disclosed balance after: 0

Underlying: Common Stock · 52,648,162 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F5 · derivative.exercise_price: The shares of Convertible Preferred Stock of the Issuer automatically converted on a one-for-one basis into Common Stock upon the closing of the Issuer's initial public offering.

F5 · kind: The shares of Convertible Preferred Stock of the Issuer automatically converted on a one-for-one basis into Common Stock upon the closing of the Issuer's initial public offering.

F5 · derivative.exercise_date: The shares of Convertible Preferred Stock of the Issuer automatically converted on a one-for-one basis into Common Stock upon the closing of the Issuer's initial public offering.

F5 · derivative.expiration_date: The shares of Convertible Preferred Stock of the Issuer automatically converted on a one-for-one basis into Common Stock upon the closing of the Issuer's initial public offering.

F2 · ownership.nature: These securities are directly held by SLA CM Eclipse Holdings, L.P. ("SLA Eclipse"). The general partner of SLA Eclipse is SLA CM GP, L.L.C. ("SLA CM GP") and the sole member of SLA CM GP is SL Alpine Aggregator GP, L.L.C. ("SLA CM Aggregator").

F4 · ownership.nature: Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM Aggregator and the general partner of SLA Co-Invest. The general partner of SLAA is SLAA (GP), L.L.C. ("SLAA GP"), the managing member of which is Silver Lake Group, L.L.C. ("SLG"). Joseph Osnoss serves as a director of the Issuer and managing member of SLG. Each of SLA Eclipse, SLA Co-Invest, SLA CM GP, SLA CM Aggregator, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

Read SEC document
July 06, 2021 Filed Jul 8, 2021 21:09 UTC EverCommerce Inc. EVCM · Entity 4719 ConversionCommon Stock 106,081 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-21-027946 · doc4.xml · nonDerivative · entry 6

Silver Lake Group, L.L.C. · CIK 0001418226 · Director · 10% owner

SLAA (GP), L.L.C. · CIK 0001722977 · Director · 10% owner

Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director · 10% owner

SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director · 10% owner

SLA CM GP, L.L.C. · CIK 0001790767 · Director · 10% owner

SLA CM Eclipse Holdings, L.P. · CIK 0001865834 · Director · 10% owner

SLA Eclipse Co-Invest, L.P. · CIK 0001786088 · Director · 10% owner

Osnoss Joseph · CIK 0001603955 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Held through SLA Eclipse Co-Invest, L.P.

Disclosed balance after: 6,256,099

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F5 · kind: The shares of Convertible Preferred Stock of the Issuer automatically converted on a one-for-one basis into Common Stock upon the closing of the Issuer's initial public offering.

F1 · price: Represents a purchase of Common Stock, par value $0.00001 per share ("Common Stock") of EverCommerce Inc. (the "Issuer") pursuant to a Purchase Agreement dated June 22, 2021, in a private placement from the Issuer.

F3 · ownership.nature: These securities are directly held by SLA Eclipse Co-Invest, L.P. ("SLA Co-Invest").

F4 · ownership.nature: Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM Aggregator and the general partner of SLA Co-Invest. The general partner of SLAA is SLAA (GP), L.L.C. ("SLAA GP"), the managing member of which is Silver Lake Group, L.L.C. ("SLG"). Joseph Osnoss serves as a director of the Issuer and managing member of SLG. Each of SLA Eclipse, SLA Co-Invest, SLA CM GP, SLA CM Aggregator, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

Read SEC document
July 06, 2021 Filed Jul 8, 2021 21:09 UTC EverCommerce Inc. EVCM · Entity 4719 ConversionCommon Stock 3,822,490 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-21-027946 · doc4.xml · nonDerivative · entry 5

Silver Lake Group, L.L.C. · CIK 0001418226 · Director · 10% owner

SLAA (GP), L.L.C. · CIK 0001722977 · Director · 10% owner

Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director · 10% owner

SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director · 10% owner

SLA CM GP, L.L.C. · CIK 0001790767 · Director · 10% owner

SLA CM Eclipse Holdings, L.P. · CIK 0001865834 · Director · 10% owner

SLA Eclipse Co-Invest, L.P. · CIK 0001786088 · Director · 10% owner

Osnoss Joseph · CIK 0001603955 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Held through SLA CM Eclipse Holdings, L.P.

Disclosed balance after: 60,829,042

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F5 · kind: The shares of Convertible Preferred Stock of the Issuer automatically converted on a one-for-one basis into Common Stock upon the closing of the Issuer's initial public offering.

F1 · price: Represents a purchase of Common Stock, par value $0.00001 per share ("Common Stock") of EverCommerce Inc. (the "Issuer") pursuant to a Purchase Agreement dated June 22, 2021, in a private placement from the Issuer.

F2 · ownership.nature: These securities are directly held by SLA CM Eclipse Holdings, L.P. ("SLA Eclipse"). The general partner of SLA Eclipse is SLA CM GP, L.L.C. ("SLA CM GP") and the sole member of SLA CM GP is SL Alpine Aggregator GP, L.L.C. ("SLA CM Aggregator").

F4 · ownership.nature: Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM Aggregator and the general partner of SLA Co-Invest. The general partner of SLAA is SLAA (GP), L.L.C. ("SLAA GP"), the managing member of which is Silver Lake Group, L.L.C. ("SLG"). Joseph Osnoss serves as a director of the Issuer and managing member of SLG. Each of SLA Eclipse, SLA Co-Invest, SLA CM GP, SLA CM Aggregator, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

Read SEC document
July 06, 2021 Filed Jul 8, 2021 21:09 UTC EverCommerce Inc. EVCM · Entity 4719 ConversionCommon Stock 6,096,644 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-21-027946 · doc4.xml · nonDerivative · entry 4

Silver Lake Group, L.L.C. · CIK 0001418226 · Director · 10% owner

SLAA (GP), L.L.C. · CIK 0001722977 · Director · 10% owner

Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director · 10% owner

SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director · 10% owner

SLA CM GP, L.L.C. · CIK 0001790767 · Director · 10% owner

SLA CM Eclipse Holdings, L.P. · CIK 0001865834 · Director · 10% owner

SLA Eclipse Co-Invest, L.P. · CIK 0001786088 · Director · 10% owner

Osnoss Joseph · CIK 0001603955 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Held through SLA Eclipse Co-Invest, L.P.

Disclosed balance after: 6,150,018

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F5 · kind: The shares of Convertible Preferred Stock of the Issuer automatically converted on a one-for-one basis into Common Stock upon the closing of the Issuer's initial public offering.

F1 · price: Represents a purchase of Common Stock, par value $0.00001 per share ("Common Stock") of EverCommerce Inc. (the "Issuer") pursuant to a Purchase Agreement dated June 22, 2021, in a private placement from the Issuer.

F3 · ownership.nature: These securities are directly held by SLA Eclipse Co-Invest, L.P. ("SLA Co-Invest").

F4 · ownership.nature: Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM Aggregator and the general partner of SLA Co-Invest. The general partner of SLAA is SLAA (GP), L.L.C. ("SLAA GP"), the managing member of which is Silver Lake Group, L.L.C. ("SLG"). Joseph Osnoss serves as a director of the Issuer and managing member of SLG. Each of SLA Eclipse, SLA Co-Invest, SLA CM GP, SLA CM Aggregator, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

Read SEC document
July 06, 2021 Filed Jul 8, 2021 21:09 UTC EverCommerce Inc. EVCM · Entity 4719 ConversionCommon Stock 52,648,162 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-21-027946 · doc4.xml · nonDerivative · entry 3

Silver Lake Group, L.L.C. · CIK 0001418226 · Director · 10% owner

SLAA (GP), L.L.C. · CIK 0001722977 · Director · 10% owner

Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director · 10% owner

SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director · 10% owner

SLA CM GP, L.L.C. · CIK 0001790767 · Director · 10% owner

SLA CM Eclipse Holdings, L.P. · CIK 0001865834 · Director · 10% owner

SLA Eclipse Co-Invest, L.P. · CIK 0001786088 · Director · 10% owner

Osnoss Joseph · CIK 0001603955 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Held through SLA CM Eclipse Holdings, L.P.

Disclosed balance after: 57,006,552

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F5 · kind: The shares of Convertible Preferred Stock of the Issuer automatically converted on a one-for-one basis into Common Stock upon the closing of the Issuer's initial public offering.

F5 · price: The shares of Convertible Preferred Stock of the Issuer automatically converted on a one-for-one basis into Common Stock upon the closing of the Issuer's initial public offering.

F2 · ownership.nature: These securities are directly held by SLA CM Eclipse Holdings, L.P. ("SLA Eclipse"). The general partner of SLA Eclipse is SLA CM GP, L.L.C. ("SLA CM GP") and the sole member of SLA CM GP is SL Alpine Aggregator GP, L.L.C. ("SLA CM Aggregator").

F4 · ownership.nature: Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM Aggregator and the general partner of SLA Co-Invest. The general partner of SLAA is SLAA (GP), L.L.C. ("SLAA GP"), the managing member of which is Silver Lake Group, L.L.C. ("SLG"). Joseph Osnoss serves as a director of the Issuer and managing member of SLG. Each of SLA Eclipse, SLA Co-Invest, SLA CM GP, SLA CM Aggregator, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

Read SEC document
June 30, 2021 Filed Jul 8, 2021 21:09 UTC EverCommerce Inc. EVCM · Entity 4719 GrantCommon Stock 53,374 $17.00 $907,358.00
Disclosure

SEC source: 0000899243-21-027946 · doc4.xml · nonDerivative · entry 2

Silver Lake Group, L.L.C. · CIK 0001418226 · Director · 10% owner

SLAA (GP), L.L.C. · CIK 0001722977 · Director · 10% owner

Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director · 10% owner

SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director · 10% owner

SLA CM GP, L.L.C. · CIK 0001790767 · Director · 10% owner

SLA CM Eclipse Holdings, L.P. · CIK 0001865834 · Director · 10% owner

SLA Eclipse Co-Invest, L.P. · CIK 0001786088 · Director · 10% owner

Osnoss Joseph · CIK 0001603955 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Held through SLA Eclipse Co-Invest, L.P.

Disclosed balance after: 53,374

F1 · kind: Represents a purchase of Common Stock, par value $0.00001 per share ("Common Stock") of EverCommerce Inc. (the "Issuer") pursuant to a Purchase Agreement dated June 22, 2021, in a private placement from the Issuer.

F6 · kind: These securities were previously reported on a Form 3 filed by the Reporting Persons.

F3 · ownership.nature: These securities are directly held by SLA Eclipse Co-Invest, L.P. ("SLA Co-Invest").

F4 · ownership.nature: Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM Aggregator and the general partner of SLA Co-Invest. The general partner of SLAA is SLAA (GP), L.L.C. ("SLAA GP"), the managing member of which is Silver Lake Group, L.L.C. ("SLG"). Joseph Osnoss serves as a director of the Issuer and managing member of SLG. Each of SLA Eclipse, SLA Co-Invest, SLA CM GP, SLA CM Aggregator, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

Read SEC document
June 30, 2021 Filed Jul 8, 2021 21:09 UTC EverCommerce Inc. EVCM · Entity 4719 GrantCommon Stock 4,358,390 $17.00 $74,092,630.00
Disclosure

SEC source: 0000899243-21-027946 · doc4.xml · nonDerivative · entry 1

Silver Lake Group, L.L.C. · CIK 0001418226 · Director · 10% owner

SLAA (GP), L.L.C. · CIK 0001722977 · Director · 10% owner

Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director · 10% owner

SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director · 10% owner

SLA CM GP, L.L.C. · CIK 0001790767 · Director · 10% owner

SLA CM Eclipse Holdings, L.P. · CIK 0001865834 · Director · 10% owner

SLA Eclipse Co-Invest, L.P. · CIK 0001786088 · Director · 10% owner

Osnoss Joseph · CIK 0001603955 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Held through SLA CM Eclipse Holdings, L.P.

Disclosed balance after: 4,358,390

F1 · kind: Represents a purchase of Common Stock, par value $0.00001 per share ("Common Stock") of EverCommerce Inc. (the "Issuer") pursuant to a Purchase Agreement dated June 22, 2021, in a private placement from the Issuer.

F6 · kind: These securities were previously reported on a Form 3 filed by the Reporting Persons.

F2 · ownership.nature: These securities are directly held by SLA CM Eclipse Holdings, L.P. ("SLA Eclipse"). The general partner of SLA Eclipse is SLA CM GP, L.L.C. ("SLA CM GP") and the sole member of SLA CM GP is SL Alpine Aggregator GP, L.L.C. ("SLA CM Aggregator").

F4 · ownership.nature: Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM Aggregator and the general partner of SLA Co-Invest. The general partner of SLAA is SLAA (GP), L.L.C. ("SLAA GP"), the managing member of which is Silver Lake Group, L.L.C. ("SLG"). Joseph Osnoss serves as a director of the Issuer and managing member of SLG. Each of SLA Eclipse, SLA Co-Invest, SLA CM GP, SLA CM Aggregator, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

Read SEC document
May 20, 2021 Filed Jul 8, 2021 21:09 UTC EverCommerce Inc. EVCM · Entity 4719 GrantSeries C Convertible Preferred Stock · Derivative 106,081 $14.00 $1,485,134.00
Disclosure

SEC source: 0000899243-21-027946 · doc4.xml · derivative · entry 9

Silver Lake Group, L.L.C. · CIK 0001418226 · Director · 10% owner

SLAA (GP), L.L.C. · CIK 0001722977 · Director · 10% owner

Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director · 10% owner

SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director · 10% owner

SLA CM GP, L.L.C. · CIK 0001790767 · Director · 10% owner

SLA CM Eclipse Holdings, L.P. · CIK 0001865834 · Director · 10% owner

SLA Eclipse Co-Invest, L.P. · CIK 0001786088 · Director · 10% owner

Osnoss Joseph · CIK 0001603955 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Held through SLA Eclipse Co-Invest, L.P.

Disclosed balance after: 106,081

Underlying: Common Stock · 106,081 shares

Expires not disclosed

F5 · derivative.exercise_price: The shares of Convertible Preferred Stock of the Issuer automatically converted on a one-for-one basis into Common Stock upon the closing of the Issuer's initial public offering.

F6 · kind: These securities were previously reported on a Form 3 filed by the Reporting Persons.

F5 · derivative.exercise_date: The shares of Convertible Preferred Stock of the Issuer automatically converted on a one-for-one basis into Common Stock upon the closing of the Issuer's initial public offering.

F5 · derivative.expiration_date: The shares of Convertible Preferred Stock of the Issuer automatically converted on a one-for-one basis into Common Stock upon the closing of the Issuer's initial public offering.

F3 · ownership.nature: These securities are directly held by SLA Eclipse Co-Invest, L.P. ("SLA Co-Invest").

F4 · ownership.nature: Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM Aggregator and the general partner of SLA Co-Invest. The general partner of SLAA is SLAA (GP), L.L.C. ("SLAA GP"), the managing member of which is Silver Lake Group, L.L.C. ("SLG"). Joseph Osnoss serves as a director of the Issuer and managing member of SLG. Each of SLA Eclipse, SLA Co-Invest, SLA CM GP, SLA CM Aggregator, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

Read SEC document
May 20, 2021 Filed Jul 8, 2021 21:09 UTC EverCommerce Inc. EVCM · Entity 4719 GrantSeries C Convertible Preferred Stock · Derivative 191,692 $14.00 $2,683,688.00
Disclosure

SEC source: 0000899243-21-027946 · doc4.xml · derivative · entry 8

Silver Lake Group, L.L.C. · CIK 0001418226 · Director · 10% owner

SLAA (GP), L.L.C. · CIK 0001722977 · Director · 10% owner

Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director · 10% owner

SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director · 10% owner

SLA CM GP, L.L.C. · CIK 0001790767 · Director · 10% owner

SLA CM Eclipse Holdings, L.P. · CIK 0001865834 · Director · 10% owner

SLA Eclipse Co-Invest, L.P. · CIK 0001786088 · Director · 10% owner

Osnoss Joseph · CIK 0001603955 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Held through SLA CM Eclipse Holdings, L.P.

Disclosed balance after: 3,822,490

Underlying: Common Stock · 191,692 shares

Expires not disclosed

F5 · derivative.exercise_price: The shares of Convertible Preferred Stock of the Issuer automatically converted on a one-for-one basis into Common Stock upon the closing of the Issuer's initial public offering.

F6 · kind: These securities were previously reported on a Form 3 filed by the Reporting Persons.

F5 · derivative.exercise_date: The shares of Convertible Preferred Stock of the Issuer automatically converted on a one-for-one basis into Common Stock upon the closing of the Issuer's initial public offering.

F5 · derivative.expiration_date: The shares of Convertible Preferred Stock of the Issuer automatically converted on a one-for-one basis into Common Stock upon the closing of the Issuer's initial public offering.

F2 · ownership.nature: These securities are directly held by SLA CM Eclipse Holdings, L.P. ("SLA Eclipse"). The general partner of SLA Eclipse is SLA CM GP, L.L.C. ("SLA CM GP") and the sole member of SLA CM GP is SL Alpine Aggregator GP, L.L.C. ("SLA CM Aggregator").

F4 · ownership.nature: Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM Aggregator and the general partner of SLA Co-Invest. The general partner of SLAA is SLAA (GP), L.L.C. ("SLAA GP"), the managing member of which is Silver Lake Group, L.L.C. ("SLG"). Joseph Osnoss serves as a director of the Issuer and managing member of SLG. Each of SLA Eclipse, SLA Co-Invest, SLA CM GP, SLA CM Aggregator, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

Read SEC document
May 07, 2021 Filed Jul 8, 2021 21:09 UTC EverCommerce Inc. EVCM · Entity 4719 GrantSeries C Convertible Preferred Stock · Derivative 3,630,798 $14.00 $50,831,172.00
Disclosure

SEC source: 0000899243-21-027946 · doc4.xml · derivative · entry 7

Silver Lake Group, L.L.C. · CIK 0001418226 · Director · 10% owner

SLAA (GP), L.L.C. · CIK 0001722977 · Director · 10% owner

Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director · 10% owner

SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director · 10% owner

SLA CM GP, L.L.C. · CIK 0001790767 · Director · 10% owner

SLA CM Eclipse Holdings, L.P. · CIK 0001865834 · Director · 10% owner

SLA Eclipse Co-Invest, L.P. · CIK 0001786088 · Director · 10% owner

Osnoss Joseph · CIK 0001603955 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Held through SLA CM Eclipse Holdings, L.P.

Disclosed balance after: 3,630,798

Underlying: Common Stock · 3,630,798 shares

Expires not disclosed

F5 · derivative.exercise_price: The shares of Convertible Preferred Stock of the Issuer automatically converted on a one-for-one basis into Common Stock upon the closing of the Issuer's initial public offering.

F6 · kind: These securities were previously reported on a Form 3 filed by the Reporting Persons.

F5 · derivative.exercise_date: The shares of Convertible Preferred Stock of the Issuer automatically converted on a one-for-one basis into Common Stock upon the closing of the Issuer's initial public offering.

F5 · derivative.expiration_date: The shares of Convertible Preferred Stock of the Issuer automatically converted on a one-for-one basis into Common Stock upon the closing of the Issuer's initial public offering.

F2 · ownership.nature: These securities are directly held by SLA CM Eclipse Holdings, L.P. ("SLA Eclipse"). The general partner of SLA Eclipse is SLA CM GP, L.L.C. ("SLA CM GP") and the sole member of SLA CM GP is SL Alpine Aggregator GP, L.L.C. ("SLA CM Aggregator").

F4 · ownership.nature: Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM Aggregator and the general partner of SLA Co-Invest. The general partner of SLAA is SLAA (GP), L.L.C. ("SLAA GP"), the managing member of which is Silver Lake Group, L.L.C. ("SLG"). Joseph Osnoss serves as a director of the Issuer and managing member of SLG. Each of SLA Eclipse, SLA Co-Invest, SLA CM GP, SLA CM Aggregator, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

Read SEC document
January 27, 2021 Filed Jan 29, 2021 22:10 UTC AMC ENTERTAINMENT HOLDINGS, INC. AMC · Entity 4413 Exercise / conversion2.95% Convertible Senior Notes due 2026 · Derivative Not disclosed $0.00 Strike: $13.51 $450,000,000.00
Disclosure

SEC source: 0000899243-21-003743 · doc4.xml · derivative · entry 12

Silver Lake Group, L.L.C. · CIK 0001418226 · Director · 10% owner

SLAA (GP), L.L.C. · CIK 0001722977 · Director · 10% owner

Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director · 10% owner

SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director · 10% owner

SLA CM GP, L.L.C. · CIK 0001790767 · Director · 10% owner

SLA CM Avatar Holdings, L.P. · CIK 0001790764 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Held through SLA CM Avatar Holdings, L.P.

Disclosed balance after: Not disclosed

Underlying: Class A Common Stock · 33,317,145 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_price: Represents the approximate conversion price of the 2026 Convertible Notes, based on the current conversion rate of 74.0381 shares of Class A Common Stock per $1,000 principal amount of 2026 Convertible Notes, calculated pursuant to the Amended and Restated Indenture governing the 2026 Convertible Notes.

F1 · kind: Represents the conversion of $450 million principal amount of 2.95% Convertible Senior Secured Notes due 2026 (the "2026 Convertible Notes") into shares of Class A Common Stock.

F4 · derivative.exercise_date: The 2026 Convertible Notes were convertible into shares of Class A Common Stock until September 15, 2024 and were scheduled to mature on May 1, 2026, subject to earlier redemption, repurchase or conversion in accordance with their terms.

F4 · derivative.expiration_date: The 2026 Convertible Notes were convertible into shares of Class A Common Stock until September 15, 2024 and were scheduled to mature on May 1, 2026, subject to earlier redemption, repurchase or conversion in accordance with their terms.

F3 · ownership.nature: These securities are held by SLA CM Avatar Holdings, L.P. ("SLA CM Avatar"). SLA CM GP, L.L.C. ("SLA CM GP") is the general partner of SLA CM Avatar. SL Alpine Aggregator GP, L.L.C. ("SLA CM LLC") is the sole member of SLA CM GP. Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM LLC. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP. Mr. Lee Wittlinger serves as a member of the board of directors of the Issuer and is a Managing Director of SLG. Each of SLA CM Avatar, SLA CM GP, SLA CM LLC, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

Read SEC document
January 27, 2021 Filed Jan 29, 2021 22:10 UTC AMC ENTERTAINMENT HOLDINGS, INC. AMC · Entity 4413 SaleClass A Common Stock 157,633 $24.03 $3,788,031.33
Disclosure

SEC source: 0000899243-21-003743 · doc4.xml · nonDerivative · entry 11

Silver Lake Group, L.L.C. · CIK 0001418226 · Director · 10% owner

SLAA (GP), L.L.C. · CIK 0001722977 · Director · 10% owner

Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director · 10% owner

SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director · 10% owner

SLA CM GP, L.L.C. · CIK 0001790767 · Director · 10% owner

SLA CM Avatar Holdings, L.P. · CIK 0001790764 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Held through SLA CM Avatar Holdings, L.P.

Disclosed balance after: 0

F14 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.00 to $24.135, inclusive.

F3 · ownership.nature: These securities are held by SLA CM Avatar Holdings, L.P. ("SLA CM Avatar"). SLA CM GP, L.L.C. ("SLA CM GP") is the general partner of SLA CM Avatar. SL Alpine Aggregator GP, L.L.C. ("SLA CM LLC") is the sole member of SLA CM GP. Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM LLC. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP. Mr. Lee Wittlinger serves as a member of the board of directors of the Issuer and is a Managing Director of SLG. Each of SLA CM Avatar, SLA CM GP, SLA CM LLC, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

Read SEC document
January 27, 2021 Filed Jan 29, 2021 22:10 UTC AMC ENTERTAINMENT HOLDINGS, INC. AMC · Entity 4413 SaleClass A Common Stock 402,244 $22.76 $9,153,343.79
Disclosure

SEC source: 0000899243-21-003743 · doc4.xml · nonDerivative · entry 10

Silver Lake Group, L.L.C. · CIK 0001418226 · Director · 10% owner

SLAA (GP), L.L.C. · CIK 0001722977 · Director · 10% owner

Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director · 10% owner

SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director · 10% owner

SLA CM GP, L.L.C. · CIK 0001790767 · Director · 10% owner

SLA CM Avatar Holdings, L.P. · CIK 0001790764 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Held through SLA CM Avatar Holdings, L.P.

Disclosed balance after: 157,633

F13 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.505 to $23.315, inclusive.

F3 · ownership.nature: These securities are held by SLA CM Avatar Holdings, L.P. ("SLA CM Avatar"). SLA CM GP, L.L.C. ("SLA CM GP") is the general partner of SLA CM Avatar. SL Alpine Aggregator GP, L.L.C. ("SLA CM LLC") is the sole member of SLA CM GP. Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM LLC. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP. Mr. Lee Wittlinger serves as a member of the board of directors of the Issuer and is a Managing Director of SLG. Each of SLA CM Avatar, SLA CM GP, SLA CM LLC, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

Read SEC document
January 27, 2021 Filed Jan 29, 2021 22:10 UTC AMC ENTERTAINMENT HOLDINGS, INC. AMC · Entity 4413 SaleClass A Common Stock 1,095,139 $21.76 $23,830,005.61
Disclosure

SEC source: 0000899243-21-003743 · doc4.xml · nonDerivative · entry 9

Silver Lake Group, L.L.C. · CIK 0001418226 · Director · 10% owner

SLAA (GP), L.L.C. · CIK 0001722977 · Director · 10% owner

Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director · 10% owner

SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director · 10% owner

SLA CM GP, L.L.C. · CIK 0001790767 · Director · 10% owner

SLA CM Avatar Holdings, L.P. · CIK 0001790764 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Held through SLA CM Avatar Holdings, L.P.

Disclosed balance after: 559,877

F12 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.505 to $22.50, inclusive.

F3 · ownership.nature: These securities are held by SLA CM Avatar Holdings, L.P. ("SLA CM Avatar"). SLA CM GP, L.L.C. ("SLA CM GP") is the general partner of SLA CM Avatar. SL Alpine Aggregator GP, L.L.C. ("SLA CM LLC") is the sole member of SLA CM GP. Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM LLC. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP. Mr. Lee Wittlinger serves as a member of the board of directors of the Issuer and is a Managing Director of SLG. Each of SLA CM Avatar, SLA CM GP, SLA CM LLC, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

Read SEC document
January 27, 2021 Filed Jan 29, 2021 22:10 UTC AMC ENTERTAINMENT HOLDINGS, INC. AMC · Entity 4413 SaleClass A Common Stock 718,782 $20.96 $15,066,461.38
Disclosure

SEC source: 0000899243-21-003743 · doc4.xml · nonDerivative · entry 8

Silver Lake Group, L.L.C. · CIK 0001418226 · Director · 10% owner

SLAA (GP), L.L.C. · CIK 0001722977 · Director · 10% owner

Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director · 10% owner

SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director · 10% owner

SLA CM GP, L.L.C. · CIK 0001790767 · Director · 10% owner

SLA CM Avatar Holdings, L.P. · CIK 0001790764 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Held through SLA CM Avatar Holdings, L.P.

Disclosed balance after: 1,655,016

F11 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.505 to $21.50, inclusive.

F3 · ownership.nature: These securities are held by SLA CM Avatar Holdings, L.P. ("SLA CM Avatar"). SLA CM GP, L.L.C. ("SLA CM GP") is the general partner of SLA CM Avatar. SL Alpine Aggregator GP, L.L.C. ("SLA CM LLC") is the sole member of SLA CM GP. Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM LLC. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP. Mr. Lee Wittlinger serves as a member of the board of directors of the Issuer and is a Managing Director of SLG. Each of SLA CM Avatar, SLA CM GP, SLA CM LLC, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

Read SEC document
January 27, 2021 Filed Jan 29, 2021 22:10 UTC AMC ENTERTAINMENT HOLDINGS, INC. AMC · Entity 4413 SaleClass A Common Stock 673,475 $19.98 $13,453,808.03
Disclosure

SEC source: 0000899243-21-003743 · doc4.xml · nonDerivative · entry 7

Silver Lake Group, L.L.C. · CIK 0001418226 · Director · 10% owner

SLAA (GP), L.L.C. · CIK 0001722977 · Director · 10% owner

Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director · 10% owner

SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director · 10% owner

SLA CM GP, L.L.C. · CIK 0001790767 · Director · 10% owner

SLA CM Avatar Holdings, L.P. · CIK 0001790764 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Held through SLA CM Avatar Holdings, L.P.

Disclosed balance after: 2,373,798

F10 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.505 to $20.50, inclusive.

F3 · ownership.nature: These securities are held by SLA CM Avatar Holdings, L.P. ("SLA CM Avatar"). SLA CM GP, L.L.C. ("SLA CM GP") is the general partner of SLA CM Avatar. SL Alpine Aggregator GP, L.L.C. ("SLA CM LLC") is the sole member of SLA CM GP. Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM LLC. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP. Mr. Lee Wittlinger serves as a member of the board of directors of the Issuer and is a Managing Director of SLG. Each of SLA CM Avatar, SLA CM GP, SLA CM LLC, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

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January 27, 2021 Filed Jan 29, 2021 22:10 UTC AMC ENTERTAINMENT HOLDINGS, INC. AMC · Entity 4413 SaleClass A Common Stock 1,328 $17.57 $23,334.82
Disclosure

SEC source: 0000899243-21-003743 · doc4.xml · nonDerivative · entry 6

Silver Lake Group, L.L.C. · CIK 0001418226 · Director · 10% owner

SLAA (GP), L.L.C. · CIK 0001722977 · Director · 10% owner

Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director · 10% owner

SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director · 10% owner

SLA CM GP, L.L.C. · CIK 0001790767 · Director · 10% owner

SLA CM Avatar Holdings, L.P. · CIK 0001790764 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Held through SLA CM Avatar Holdings, L.P.

Disclosed balance after: 3,047,273

F9 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.555 to $17.59, inclusive.

F3 · ownership.nature: These securities are held by SLA CM Avatar Holdings, L.P. ("SLA CM Avatar"). SLA CM GP, L.L.C. ("SLA CM GP") is the general partner of SLA CM Avatar. SL Alpine Aggregator GP, L.L.C. ("SLA CM LLC") is the sole member of SLA CM GP. Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM LLC. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP. Mr. Lee Wittlinger serves as a member of the board of directors of the Issuer and is a Managing Director of SLG. Each of SLA CM Avatar, SLA CM GP, SLA CM LLC, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

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January 27, 2021 Filed Jan 29, 2021 22:10 UTC AMC ENTERTAINMENT HOLDINGS, INC. AMC · Entity 4413 SaleClass A Common Stock 4,122,269 $16.98 $69,977,577.41
Disclosure

SEC source: 0000899243-21-003743 · doc4.xml · nonDerivative · entry 5

Silver Lake Group, L.L.C. · CIK 0001418226 · Director · 10% owner

SLAA (GP), L.L.C. · CIK 0001722977 · Director · 10% owner

Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director · 10% owner

SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director · 10% owner

SLA CM GP, L.L.C. · CIK 0001790767 · Director · 10% owner

SLA CM Avatar Holdings, L.P. · CIK 0001790764 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Held through SLA CM Avatar Holdings, L.P.

Disclosed balance after: 3,048,601

F8 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.55 to $17.54, inclusive.

F3 · ownership.nature: These securities are held by SLA CM Avatar Holdings, L.P. ("SLA CM Avatar"). SLA CM GP, L.L.C. ("SLA CM GP") is the general partner of SLA CM Avatar. SL Alpine Aggregator GP, L.L.C. ("SLA CM LLC") is the sole member of SLA CM GP. Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM LLC. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP. Mr. Lee Wittlinger serves as a member of the board of directors of the Issuer and is a Managing Director of SLG. Each of SLA CM Avatar, SLA CM GP, SLA CM LLC, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

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January 27, 2021 Filed Jan 29, 2021 22:10 UTC AMC ENTERTAINMENT HOLDINGS, INC. AMC · Entity 4413 SaleClass A Common Stock 11,228,098 $16.08 $180,508,517.50
Disclosure

SEC source: 0000899243-21-003743 · doc4.xml · nonDerivative · entry 4

Silver Lake Group, L.L.C. · CIK 0001418226 · Director · 10% owner

SLAA (GP), L.L.C. · CIK 0001722977 · Director · 10% owner

Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director · 10% owner

SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director · 10% owner

SLA CM GP, L.L.C. · CIK 0001790767 · Director · 10% owner

SLA CM Avatar Holdings, L.P. · CIK 0001790764 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Held through SLA CM Avatar Holdings, L.P.

Disclosed balance after: 7,170,870

F7 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.55 to $16.545, inclusive.

F3 · ownership.nature: These securities are held by SLA CM Avatar Holdings, L.P. ("SLA CM Avatar"). SLA CM GP, L.L.C. ("SLA CM GP") is the general partner of SLA CM Avatar. SL Alpine Aggregator GP, L.L.C. ("SLA CM LLC") is the sole member of SLA CM GP. Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM LLC. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP. Mr. Lee Wittlinger serves as a member of the board of directors of the Issuer and is a Managing Director of SLG. Each of SLA CM Avatar, SLA CM GP, SLA CM LLC, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

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January 27, 2021 Filed Jan 29, 2021 22:10 UTC AMC ENTERTAINMENT HOLDINGS, INC. AMC · Entity 4413 SaleClass A Common Stock 8,097,734 $15.16 $122,748,691.07
Disclosure

SEC source: 0000899243-21-003743 · doc4.xml · nonDerivative · entry 3

Silver Lake Group, L.L.C. · CIK 0001418226 · Director · 10% owner

SLAA (GP), L.L.C. · CIK 0001722977 · Director · 10% owner

Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director · 10% owner

SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director · 10% owner

SLA CM GP, L.L.C. · CIK 0001790767 · Director · 10% owner

SLA CM Avatar Holdings, L.P. · CIK 0001790764 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Held through SLA CM Avatar Holdings, L.P.

Disclosed balance after: 18,398,968

F6 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.55 to $15.546, inclusive.

F3 · ownership.nature: These securities are held by SLA CM Avatar Holdings, L.P. ("SLA CM Avatar"). SLA CM GP, L.L.C. ("SLA CM GP") is the general partner of SLA CM Avatar. SL Alpine Aggregator GP, L.L.C. ("SLA CM LLC") is the sole member of SLA CM GP. Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM LLC. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP. Mr. Lee Wittlinger serves as a member of the board of directors of the Issuer and is a Managing Director of SLG. Each of SLA CM Avatar, SLA CM GP, SLA CM LLC, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

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January 27, 2021 Filed Jan 29, 2021 22:10 UTC AMC ENTERTAINMENT HOLDINGS, INC. AMC · Entity 4413 SaleClass A Common Stock 6,820,443 $14.11 $96,202,348.52
Disclosure

SEC source: 0000899243-21-003743 · doc4.xml · nonDerivative · entry 2

Silver Lake Group, L.L.C. · CIK 0001418226 · Director · 10% owner

SLAA (GP), L.L.C. · CIK 0001722977 · Director · 10% owner

Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director · 10% owner

SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director · 10% owner

SLA CM GP, L.L.C. · CIK 0001790767 · Director · 10% owner

SLA CM Avatar Holdings, L.P. · CIK 0001790764 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Held through SLA CM Avatar Holdings, L.P.

Disclosed balance after: 26,496,702

F5 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.55 to $14.545, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (5) - (14) of this Form 4.

F3 · ownership.nature: These securities are held by SLA CM Avatar Holdings, L.P. ("SLA CM Avatar"). SLA CM GP, L.L.C. ("SLA CM GP") is the general partner of SLA CM Avatar. SL Alpine Aggregator GP, L.L.C. ("SLA CM LLC") is the sole member of SLA CM GP. Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM LLC. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP. Mr. Lee Wittlinger serves as a member of the board of directors of the Issuer and is a Managing Director of SLG. Each of SLA CM Avatar, SLA CM GP, SLA CM LLC, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

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January 27, 2021 Filed Jan 29, 2021 22:10 UTC AMC ENTERTAINMENT HOLDINGS, INC. AMC · Entity 4413 Exercise / conversionClass A Common Stock 33,317,145 $13.51 $450,114,628.95
Disclosure

SEC source: 0000899243-21-003743 · doc4.xml · nonDerivative · entry 1

Silver Lake Group, L.L.C. · CIK 0001418226 · Director · 10% owner

SLAA (GP), L.L.C. · CIK 0001722977 · Director · 10% owner

Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director · 10% owner

SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director · 10% owner

SLA CM GP, L.L.C. · CIK 0001790767 · Director · 10% owner

SLA CM Avatar Holdings, L.P. · CIK 0001790764 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Held through SLA CM Avatar Holdings, L.P.

Disclosed balance after: 33,317,145

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: Represents the conversion of $450 million principal amount of 2.95% Convertible Senior Secured Notes due 2026 (the "2026 Convertible Notes") into shares of Class A Common Stock.

F2 · price: Represents the approximate conversion price of the 2026 Convertible Notes, based on the current conversion rate of 74.0381 shares of Class A Common Stock per $1,000 principal amount of 2026 Convertible Notes, calculated pursuant to the Amended and Restated Indenture governing the 2026 Convertible Notes.

F3 · ownership.nature: These securities are held by SLA CM Avatar Holdings, L.P. ("SLA CM Avatar"). SLA CM GP, L.L.C. ("SLA CM GP") is the general partner of SLA CM Avatar. SL Alpine Aggregator GP, L.L.C. ("SLA CM LLC") is the sole member of SLA CM GP. Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM LLC. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP. Mr. Lee Wittlinger serves as a member of the board of directors of the Issuer and is a Managing Director of SLG. Each of SLA CM Avatar, SLA CM GP, SLA CM LLC, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

Read SEC document
July 31, 2020 Filed Aug 3, 2020 21:25 UTC AMC ENTERTAINMENT HOLDINGS, INC. AMC · Entity 4413 Grant2.95% Convertible Senior Secured Notes due 2026 · Derivative Not disclosed Not disclosed Strike: $18.95 $450,000,000.00
Disclosure

SEC source: 0000899243-20-021002 · doc4.xml · derivative · entry 2

Silver Lake Group, L.L.C. · CIK 0001418226 · Director · 10% owner

SLAA (GP), L.L.C. · CIK 0001722977 · Director · 10% owner

Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director · 10% owner

SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director · 10% owner

SLA CM GP, L.L.C. · CIK 0001790767 · Director · 10% owner

SLA CM Avatar Holdings, L.P. · CIK 0001790764 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Held through SLA CM Avatar Holdings, L.P.

Disclosed balance after: Not disclosed

Underlying: Class A Common Stock · 23,746,680 shares

Expires not disclosed

F1 · security: As disclosed by AMC Entertainment Holdings, Inc. (the "Issuer") in a Current Report on Form 8-K, dated July 31, 2020 (the "Current Report"), in connection with the Issuer's completion of an exchange offer and consent solicitation relating to its subordinated notes, the Issuer exchanged the 2.95% Convertible Senior Notes due 2024 ("2024 Convertible Notes") held by SLA CM Avatar Holdings, L.P. ("SLA CM Avatar") into new 2.95% Convertible Senior Secured Notes due 2026 (the "2026 Convertible Notes"). The terms of the 2026 Convertible Notes are substantially the same as the 2024 Convertible Notes except that, among other things, the maturity date was extended to May 1, 2026 and a first-priority lien on substantially all of the tangible and intangible assets owned by the Issuer and the guarantor subsidiaries that secure obligations under the Issuer's senior credit facilities was granted to secure the 2026 Convertible Notes.

F2 · security: The exchange of the 2024 Convertible Notes for 2026 Convertible Notes as described herein may have been deemed to result in a deemed cancellation of the 2024 Convertible Notes and the issuance of new 2026 Convertible Notes for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, which were exempt from Section 16(b) pursuant to Rule 16b-3. Not included in this Form 4 is $150 million aggregate principal amount of 2024 Convertible Notes held by a third party over which certain affiliates of the Reporting Persons have investment control but do not have any pecuniary interest, which 2024 Convertible Notes were also exchanged for 2026 Convertible Notes.

F4 · derivative.exercise_price: The current conversion rate of 52.7704 shares of Class A Common Stock per $1,000 principal amount of 2024 Convertible Notes and 2026 Convertible Notes is equivalent to a conversion price of approximately $18.95 per share of Class A Common Stock.

F1 · kind: As disclosed by AMC Entertainment Holdings, Inc. (the "Issuer") in a Current Report on Form 8-K, dated July 31, 2020 (the "Current Report"), in connection with the Issuer's completion of an exchange offer and consent solicitation relating to its subordinated notes, the Issuer exchanged the 2.95% Convertible Senior Notes due 2024 ("2024 Convertible Notes") held by SLA CM Avatar Holdings, L.P. ("SLA CM Avatar") into new 2.95% Convertible Senior Secured Notes due 2026 (the "2026 Convertible Notes"). The terms of the 2026 Convertible Notes are substantially the same as the 2024 Convertible Notes except that, among other things, the maturity date was extended to May 1, 2026 and a first-priority lien on substantially all of the tangible and intangible assets owned by the Issuer and the guarantor subsidiaries that secure obligations under the Issuer's senior credit facilities was granted to secure the 2026 Convertible Notes.

F2 · kind: The exchange of the 2024 Convertible Notes for 2026 Convertible Notes as described herein may have been deemed to result in a deemed cancellation of the 2024 Convertible Notes and the issuance of new 2026 Convertible Notes for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, which were exempt from Section 16(b) pursuant to Rule 16b-3. Not included in this Form 4 is $150 million aggregate principal amount of 2024 Convertible Notes held by a third party over which certain affiliates of the Reporting Persons have investment control but do not have any pecuniary interest, which 2024 Convertible Notes were also exchanged for 2026 Convertible Notes.

F1 · price: As disclosed by AMC Entertainment Holdings, Inc. (the "Issuer") in a Current Report on Form 8-K, dated July 31, 2020 (the "Current Report"), in connection with the Issuer's completion of an exchange offer and consent solicitation relating to its subordinated notes, the Issuer exchanged the 2.95% Convertible Senior Notes due 2024 ("2024 Convertible Notes") held by SLA CM Avatar Holdings, L.P. ("SLA CM Avatar") into new 2.95% Convertible Senior Secured Notes due 2026 (the "2026 Convertible Notes"). The terms of the 2026 Convertible Notes are substantially the same as the 2024 Convertible Notes except that, among other things, the maturity date was extended to May 1, 2026 and a first-priority lien on substantially all of the tangible and intangible assets owned by the Issuer and the guarantor subsidiaries that secure obligations under the Issuer's senior credit facilities was granted to secure the 2026 Convertible Notes.

F2 · price: The exchange of the 2024 Convertible Notes for 2026 Convertible Notes as described herein may have been deemed to result in a deemed cancellation of the 2024 Convertible Notes and the issuance of new 2026 Convertible Notes for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, which were exempt from Section 16(b) pursuant to Rule 16b-3. Not included in this Form 4 is $150 million aggregate principal amount of 2024 Convertible Notes held by a third party over which certain affiliates of the Reporting Persons have investment control but do not have any pecuniary interest, which 2024 Convertible Notes were also exchanged for 2026 Convertible Notes.

F6 · derivative.exercise_date: The 2026 Convertible Notes will be convertible into shares of Class A Common Stock until the original maturity date of the 2024 Convertible Notes, September 15, 2024 and will mature on May 1, 2026, subject to earlier redemption, repurchase or conversion in accordance with their terms.

F6 · derivative.expiration_date: The 2026 Convertible Notes will be convertible into shares of Class A Common Stock until the original maturity date of the 2024 Convertible Notes, September 15, 2024 and will mature on May 1, 2026, subject to earlier redemption, repurchase or conversion in accordance with their terms.

F7 · derivative.underlying_shares: Upon conversion, the Issuer will deliver, at its election, cash, shares of Class A Common Stock or a combination thereof. This number represents the number of shares of Class A Common Stock issuable upon conversion of the $450 million aggregate principal amount of 2024 Convertible Notes or 2026 Convertible Notes held by SLA CM Avatar if the Issuer elects to settle its conversion obligation solely through delivery of Class A Common Stock at the current conversion rate of 52.7704 shares of Class A Common Stock, and cash in lieu of fractional shares of Class A Common Stock, per $1,000 principal amount of 2024 Convertible Notes or 2026 Convertible Notes, as applicable. The conversion rate is subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of the Amended and Restated Indenture, dated as of July 31, 2020, by and between the Issuer and U.S. Bank National Association, as trustee, as the same may be amended from time to time.

F1 · valueOwnedAfter: As disclosed by AMC Entertainment Holdings, Inc. (the "Issuer") in a Current Report on Form 8-K, dated July 31, 2020 (the "Current Report"), in connection with the Issuer's completion of an exchange offer and consent solicitation relating to its subordinated notes, the Issuer exchanged the 2.95% Convertible Senior Notes due 2024 ("2024 Convertible Notes") held by SLA CM Avatar Holdings, L.P. ("SLA CM Avatar") into new 2.95% Convertible Senior Secured Notes due 2026 (the "2026 Convertible Notes"). The terms of the 2026 Convertible Notes are substantially the same as the 2024 Convertible Notes except that, among other things, the maturity date was extended to May 1, 2026 and a first-priority lien on substantially all of the tangible and intangible assets owned by the Issuer and the guarantor subsidiaries that secure obligations under the Issuer's senior credit facilities was granted to secure the 2026 Convertible Notes.

F2 · valueOwnedAfter: The exchange of the 2024 Convertible Notes for 2026 Convertible Notes as described herein may have been deemed to result in a deemed cancellation of the 2024 Convertible Notes and the issuance of new 2026 Convertible Notes for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, which were exempt from Section 16(b) pursuant to Rule 16b-3. Not included in this Form 4 is $150 million aggregate principal amount of 2024 Convertible Notes held by a third party over which certain affiliates of the Reporting Persons have investment control but do not have any pecuniary interest, which 2024 Convertible Notes were also exchanged for 2026 Convertible Notes.

F3 · ownership.nature: These securities are held by SLA CM Avatar. SLA CM GP, L.L.C. ("SLA CM GP") is the general partner of SLA CM Avatar. SL Alpine Aggregator GP, L.L.C. ("SLA CM LLC") is the sole member of SLA CM GP. Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM LLC. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP. Mr. Lee Wittlinger serves as a member of the board of directors of the Issuer and is a Managing Director of SLG. Each of SLA CM Avatar, SLA CM GP, SLA CM LLC, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

Read SEC document
July 31, 2020 Filed Aug 3, 2020 21:25 UTC AMC ENTERTAINMENT HOLDINGS, INC. AMC · Entity 4413 Disposition to issuer2.95% Convertible Senior Notes due 2024 · Derivative Not disclosed Not disclosed Strike: $18.95 $450,000,000.00
Disclosure

SEC source: 0000899243-20-021002 · doc4.xml · derivative · entry 1

Silver Lake Group, L.L.C. · CIK 0001418226 · Director · 10% owner

SLAA (GP), L.L.C. · CIK 0001722977 · Director · 10% owner

Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director · 10% owner

SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director · 10% owner

SLA CM GP, L.L.C. · CIK 0001790767 · Director · 10% owner

SLA CM Avatar Holdings, L.P. · CIK 0001790764 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Held through SLA CM Avatar Holdings, L.P.

Disclosed balance after: Not disclosed

Underlying: Class A Common Stock · 23,746,680 shares

Expires not disclosed

F1 · security: As disclosed by AMC Entertainment Holdings, Inc. (the "Issuer") in a Current Report on Form 8-K, dated July 31, 2020 (the "Current Report"), in connection with the Issuer's completion of an exchange offer and consent solicitation relating to its subordinated notes, the Issuer exchanged the 2.95% Convertible Senior Notes due 2024 ("2024 Convertible Notes") held by SLA CM Avatar Holdings, L.P. ("SLA CM Avatar") into new 2.95% Convertible Senior Secured Notes due 2026 (the "2026 Convertible Notes"). The terms of the 2026 Convertible Notes are substantially the same as the 2024 Convertible Notes except that, among other things, the maturity date was extended to May 1, 2026 and a first-priority lien on substantially all of the tangible and intangible assets owned by the Issuer and the guarantor subsidiaries that secure obligations under the Issuer's senior credit facilities was granted to secure the 2026 Convertible Notes.

F2 · security: The exchange of the 2024 Convertible Notes for 2026 Convertible Notes as described herein may have been deemed to result in a deemed cancellation of the 2024 Convertible Notes and the issuance of new 2026 Convertible Notes for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, which were exempt from Section 16(b) pursuant to Rule 16b-3. Not included in this Form 4 is $150 million aggregate principal amount of 2024 Convertible Notes held by a third party over which certain affiliates of the Reporting Persons have investment control but do not have any pecuniary interest, which 2024 Convertible Notes were also exchanged for 2026 Convertible Notes.

F4 · derivative.exercise_price: The current conversion rate of 52.7704 shares of Class A Common Stock per $1,000 principal amount of 2024 Convertible Notes and 2026 Convertible Notes is equivalent to a conversion price of approximately $18.95 per share of Class A Common Stock.

F1 · kind: As disclosed by AMC Entertainment Holdings, Inc. (the "Issuer") in a Current Report on Form 8-K, dated July 31, 2020 (the "Current Report"), in connection with the Issuer's completion of an exchange offer and consent solicitation relating to its subordinated notes, the Issuer exchanged the 2.95% Convertible Senior Notes due 2024 ("2024 Convertible Notes") held by SLA CM Avatar Holdings, L.P. ("SLA CM Avatar") into new 2.95% Convertible Senior Secured Notes due 2026 (the "2026 Convertible Notes"). The terms of the 2026 Convertible Notes are substantially the same as the 2024 Convertible Notes except that, among other things, the maturity date was extended to May 1, 2026 and a first-priority lien on substantially all of the tangible and intangible assets owned by the Issuer and the guarantor subsidiaries that secure obligations under the Issuer's senior credit facilities was granted to secure the 2026 Convertible Notes.

F2 · kind: The exchange of the 2024 Convertible Notes for 2026 Convertible Notes as described herein may have been deemed to result in a deemed cancellation of the 2024 Convertible Notes and the issuance of new 2026 Convertible Notes for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, which were exempt from Section 16(b) pursuant to Rule 16b-3. Not included in this Form 4 is $150 million aggregate principal amount of 2024 Convertible Notes held by a third party over which certain affiliates of the Reporting Persons have investment control but do not have any pecuniary interest, which 2024 Convertible Notes were also exchanged for 2026 Convertible Notes.

F1 · price: As disclosed by AMC Entertainment Holdings, Inc. (the "Issuer") in a Current Report on Form 8-K, dated July 31, 2020 (the "Current Report"), in connection with the Issuer's completion of an exchange offer and consent solicitation relating to its subordinated notes, the Issuer exchanged the 2.95% Convertible Senior Notes due 2024 ("2024 Convertible Notes") held by SLA CM Avatar Holdings, L.P. ("SLA CM Avatar") into new 2.95% Convertible Senior Secured Notes due 2026 (the "2026 Convertible Notes"). The terms of the 2026 Convertible Notes are substantially the same as the 2024 Convertible Notes except that, among other things, the maturity date was extended to May 1, 2026 and a first-priority lien on substantially all of the tangible and intangible assets owned by the Issuer and the guarantor subsidiaries that secure obligations under the Issuer's senior credit facilities was granted to secure the 2026 Convertible Notes.

F2 · price: The exchange of the 2024 Convertible Notes for 2026 Convertible Notes as described herein may have been deemed to result in a deemed cancellation of the 2024 Convertible Notes and the issuance of new 2026 Convertible Notes for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, which were exempt from Section 16(b) pursuant to Rule 16b-3. Not included in this Form 4 is $150 million aggregate principal amount of 2024 Convertible Notes held by a third party over which certain affiliates of the Reporting Persons have investment control but do not have any pecuniary interest, which 2024 Convertible Notes were also exchanged for 2026 Convertible Notes.

F5 · derivative.exercise_date: The 2024 Convertible Notes were scheduled to mature on September 15, 2024, subject to earlier redemption, repurchase or conversion in accordance with their terms.

F5 · derivative.expiration_date: The 2024 Convertible Notes were scheduled to mature on September 15, 2024, subject to earlier redemption, repurchase or conversion in accordance with their terms.

F7 · derivative.underlying_shares: Upon conversion, the Issuer will deliver, at its election, cash, shares of Class A Common Stock or a combination thereof. This number represents the number of shares of Class A Common Stock issuable upon conversion of the $450 million aggregate principal amount of 2024 Convertible Notes or 2026 Convertible Notes held by SLA CM Avatar if the Issuer elects to settle its conversion obligation solely through delivery of Class A Common Stock at the current conversion rate of 52.7704 shares of Class A Common Stock, and cash in lieu of fractional shares of Class A Common Stock, per $1,000 principal amount of 2024 Convertible Notes or 2026 Convertible Notes, as applicable. The conversion rate is subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of the Amended and Restated Indenture, dated as of July 31, 2020, by and between the Issuer and U.S. Bank National Association, as trustee, as the same may be amended from time to time.

F1 · valueOwnedAfter: As disclosed by AMC Entertainment Holdings, Inc. (the "Issuer") in a Current Report on Form 8-K, dated July 31, 2020 (the "Current Report"), in connection with the Issuer's completion of an exchange offer and consent solicitation relating to its subordinated notes, the Issuer exchanged the 2.95% Convertible Senior Notes due 2024 ("2024 Convertible Notes") held by SLA CM Avatar Holdings, L.P. ("SLA CM Avatar") into new 2.95% Convertible Senior Secured Notes due 2026 (the "2026 Convertible Notes"). The terms of the 2026 Convertible Notes are substantially the same as the 2024 Convertible Notes except that, among other things, the maturity date was extended to May 1, 2026 and a first-priority lien on substantially all of the tangible and intangible assets owned by the Issuer and the guarantor subsidiaries that secure obligations under the Issuer's senior credit facilities was granted to secure the 2026 Convertible Notes.

F2 · valueOwnedAfter: The exchange of the 2024 Convertible Notes for 2026 Convertible Notes as described herein may have been deemed to result in a deemed cancellation of the 2024 Convertible Notes and the issuance of new 2026 Convertible Notes for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, which were exempt from Section 16(b) pursuant to Rule 16b-3. Not included in this Form 4 is $150 million aggregate principal amount of 2024 Convertible Notes held by a third party over which certain affiliates of the Reporting Persons have investment control but do not have any pecuniary interest, which 2024 Convertible Notes were also exchanged for 2026 Convertible Notes.

F3 · ownership.nature: These securities are held by SLA CM Avatar. SLA CM GP, L.L.C. ("SLA CM GP") is the general partner of SLA CM Avatar. SL Alpine Aggregator GP, L.L.C. ("SLA CM LLC") is the sole member of SLA CM GP. Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM LLC. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP. Mr. Lee Wittlinger serves as a member of the board of directors of the Issuer and is a Managing Director of SLG. Each of SLA CM Avatar, SLA CM GP, SLA CM LLC, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

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April 22, 2020 Filed Apr 24, 2020 21:00 UTC Cornerstone OnDemand Inc CSOD · Entity 134445 Grant5.75% Convertible Senior Notes due 2023 · Derivative Not disclosed Not disclosed Strike: $42.00 $75,758,000.00
Disclosure

SEC source: 0000899243-20-011299 · doc4.xml · derivative · entry 4

Silver Lake Group, L.L.C. · CIK 0001418226 · Director · 10% owner

SLAA (GP), L.L.C. · CIK 0001722977 · Director · 10% owner

Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director · 10% owner

SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director · 10% owner

SLA CM GP, L.L.C. · CIK 0001790767 · Director · 10% owner

SLA CM Chicago Holdings, L.P. · CIK 0001790763 · Director · 10% owner

SLA Co-Invest, GP, L.L.C. · CIK 0001724587 · Director · 10% owner

SLA Chicago Co-Invest II, L.P. · CIK 0001724586 · Director · 10% owner

Osnoss Joseph · CIK 0001603955 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Held through SLA Chicago Co-Invest II, L.P.

Disclosed balance after: Not disclosed

Underlying: Common Stock · 1,803,760 shares

Expires not disclosed

F1 · security: As disclosed by Cornerstone OnDemand, Inc. (the "Issuer") in a Current Report on Form 8-K, dated February 26, 2020 (the "Current Report"), in connection with the Issuer's purchase of certain assets from an affiliate of Vector Capital (the "Saba Group Acquisition"), the Issuer and certain of the Reporting Persons, as holders of the Issuer's 5.75% Convertible Senior Notes ("Convertible Notes"), agreed to extend the maturity date of the Convertible Notes in connection with the completion of the Saba Group Acquisition. The aggregate amount of Convertible Notes held by Silver Lake and/or its affiliates has not changed since the date of original acquisition, and is not changing now. On April 22, 2020, the Saba Group Acquisition was completed and the maturity date of the Convertible Notes was extended.

F2 · security: In connection with the Saba Group Acquisition, certain of the Reporting Persons agreed to an amendment to the Investment Agreement, dated as of November 8, 2017, as previously amended, pursuant to which certain of the Reporting Persons agreed to support, and consent to, a supplemental indenture to the Indenture governing the Convertible Notes to permit the incurrence of certain indebtedness to finance the Saba Group Acquisition, in exchange for and conditioned on, inter alia, extending the maturity of the Convertible Notes to March 2023 and a $3 million consent fee. The extension of the maturity date of the Convertible Notes as described herein may have been deemed to result in a deemed cancellation of the existing Convertible Notes and the issuance of new Convertible Notes for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, which were exempt from Section 16(b) pursuant to Rule 16b-3.

F6 · derivative.exercise_price: The current conversion rate of 23.8095 per $1,000 principal amount of Convertible Notes is equivalent to a conversion price of approximately $42.00 per share of Common Stock.

F1 · kind: As disclosed by Cornerstone OnDemand, Inc. (the "Issuer") in a Current Report on Form 8-K, dated February 26, 2020 (the "Current Report"), in connection with the Issuer's purchase of certain assets from an affiliate of Vector Capital (the "Saba Group Acquisition"), the Issuer and certain of the Reporting Persons, as holders of the Issuer's 5.75% Convertible Senior Notes ("Convertible Notes"), agreed to extend the maturity date of the Convertible Notes in connection with the completion of the Saba Group Acquisition. The aggregate amount of Convertible Notes held by Silver Lake and/or its affiliates has not changed since the date of original acquisition, and is not changing now. On April 22, 2020, the Saba Group Acquisition was completed and the maturity date of the Convertible Notes was extended.

F2 · kind: In connection with the Saba Group Acquisition, certain of the Reporting Persons agreed to an amendment to the Investment Agreement, dated as of November 8, 2017, as previously amended, pursuant to which certain of the Reporting Persons agreed to support, and consent to, a supplemental indenture to the Indenture governing the Convertible Notes to permit the incurrence of certain indebtedness to finance the Saba Group Acquisition, in exchange for and conditioned on, inter alia, extending the maturity of the Convertible Notes to March 2023 and a $3 million consent fee. The extension of the maturity date of the Convertible Notes as described herein may have been deemed to result in a deemed cancellation of the existing Convertible Notes and the issuance of new Convertible Notes for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, which were exempt from Section 16(b) pursuant to Rule 16b-3.

F1 · price: As disclosed by Cornerstone OnDemand, Inc. (the "Issuer") in a Current Report on Form 8-K, dated February 26, 2020 (the "Current Report"), in connection with the Issuer's purchase of certain assets from an affiliate of Vector Capital (the "Saba Group Acquisition"), the Issuer and certain of the Reporting Persons, as holders of the Issuer's 5.75% Convertible Senior Notes ("Convertible Notes"), agreed to extend the maturity date of the Convertible Notes in connection with the completion of the Saba Group Acquisition. The aggregate amount of Convertible Notes held by Silver Lake and/or its affiliates has not changed since the date of original acquisition, and is not changing now. On April 22, 2020, the Saba Group Acquisition was completed and the maturity date of the Convertible Notes was extended.

F2 · price: In connection with the Saba Group Acquisition, certain of the Reporting Persons agreed to an amendment to the Investment Agreement, dated as of November 8, 2017, as previously amended, pursuant to which certain of the Reporting Persons agreed to support, and consent to, a supplemental indenture to the Indenture governing the Convertible Notes to permit the incurrence of certain indebtedness to finance the Saba Group Acquisition, in exchange for and conditioned on, inter alia, extending the maturity of the Convertible Notes to March 2023 and a $3 million consent fee. The extension of the maturity date of the Convertible Notes as described herein may have been deemed to result in a deemed cancellation of the existing Convertible Notes and the issuance of new Convertible Notes for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, which were exempt from Section 16(b) pursuant to Rule 16b-3.

F7 · derivative.exercise_date: Prior to the modification to the Convertible Notes, such Convertible Notes were scheduled to mature on July 1, 2021 and following such modification, will instead mature on March 17, 2023, subject to earlier repurchase or conversion in accordance with their terms.

F7 · derivative.expiration_date: Prior to the modification to the Convertible Notes, such Convertible Notes were scheduled to mature on July 1, 2021 and following such modification, will instead mature on March 17, 2023, subject to earlier repurchase or conversion in accordance with their terms.

F8 · derivative.underlying_shares: This number represents the number of shares of Common Stock issuable upon conversion of the $218,242,000 principal amount of Convertible Notes held by SLA CM Chicago or the $75,758,000 principal amount of Convertible Notes held by Co-Invest, respectively, in each case, at the current conversion rate of 23.8095 shares of Common Stock, and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of Convertible Notes. The conversion rate is subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of an indenture, dated as of December 8, 2017, by and between the Issuer and U.S. Bank National Association, as trustee.

F1 · valueOwnedAfter: As disclosed by Cornerstone OnDemand, Inc. (the "Issuer") in a Current Report on Form 8-K, dated February 26, 2020 (the "Current Report"), in connection with the Issuer's purchase of certain assets from an affiliate of Vector Capital (the "Saba Group Acquisition"), the Issuer and certain of the Reporting Persons, as holders of the Issuer's 5.75% Convertible Senior Notes ("Convertible Notes"), agreed to extend the maturity date of the Convertible Notes in connection with the completion of the Saba Group Acquisition. The aggregate amount of Convertible Notes held by Silver Lake and/or its affiliates has not changed since the date of original acquisition, and is not changing now. On April 22, 2020, the Saba Group Acquisition was completed and the maturity date of the Convertible Notes was extended.

F2 · valueOwnedAfter: In connection with the Saba Group Acquisition, certain of the Reporting Persons agreed to an amendment to the Investment Agreement, dated as of November 8, 2017, as previously amended, pursuant to which certain of the Reporting Persons agreed to support, and consent to, a supplemental indenture to the Indenture governing the Convertible Notes to permit the incurrence of certain indebtedness to finance the Saba Group Acquisition, in exchange for and conditioned on, inter alia, extending the maturity of the Convertible Notes to March 2023 and a $3 million consent fee. The extension of the maturity date of the Convertible Notes as described herein may have been deemed to result in a deemed cancellation of the existing Convertible Notes and the issuance of new Convertible Notes for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, which were exempt from Section 16(b) pursuant to Rule 16b-3.

F4 · ownership.nature: These securities are directly held by SLA Chicago Co-Invest II, L.P. ("Co-Invest"). SLA Co-Invest, GP, L.L.C., ("Co-Invest GP") is the general partner of Co-Invest.

F5 · ownership.nature: Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP and Co-Invest GP. Mr. Joseph Osnoss serves as a member of the board of directors of the Issuer and is a Managing Director of SLG. Each of SLA CM Chicago, SLA CM GP, SLA CM LLC, Co-Invest, Co-Invest GP, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

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April 22, 2020 Filed Apr 24, 2020 21:00 UTC Cornerstone OnDemand Inc CSOD · Entity 134445 Disposition to issuer5.75% Convertible Senior Notes due 2021 · Derivative Not disclosed Not disclosed Strike: $42.00 $75,758,000.00
Disclosure

SEC source: 0000899243-20-011299 · doc4.xml · derivative · entry 3

Silver Lake Group, L.L.C. · CIK 0001418226 · Director · 10% owner

SLAA (GP), L.L.C. · CIK 0001722977 · Director · 10% owner

Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director · 10% owner

SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director · 10% owner

SLA CM GP, L.L.C. · CIK 0001790767 · Director · 10% owner

SLA CM Chicago Holdings, L.P. · CIK 0001790763 · Director · 10% owner

SLA Co-Invest, GP, L.L.C. · CIK 0001724587 · Director · 10% owner

SLA Chicago Co-Invest II, L.P. · CIK 0001724586 · Director · 10% owner

Osnoss Joseph · CIK 0001603955 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Held through SLA Chicago Co-Invest II, L.P.

Disclosed balance after: Not disclosed

Underlying: Common Stock · 1,803,760 shares

Expires not disclosed

F1 · security: As disclosed by Cornerstone OnDemand, Inc. (the "Issuer") in a Current Report on Form 8-K, dated February 26, 2020 (the "Current Report"), in connection with the Issuer's purchase of certain assets from an affiliate of Vector Capital (the "Saba Group Acquisition"), the Issuer and certain of the Reporting Persons, as holders of the Issuer's 5.75% Convertible Senior Notes ("Convertible Notes"), agreed to extend the maturity date of the Convertible Notes in connection with the completion of the Saba Group Acquisition. The aggregate amount of Convertible Notes held by Silver Lake and/or its affiliates has not changed since the date of original acquisition, and is not changing now. On April 22, 2020, the Saba Group Acquisition was completed and the maturity date of the Convertible Notes was extended.

F2 · security: In connection with the Saba Group Acquisition, certain of the Reporting Persons agreed to an amendment to the Investment Agreement, dated as of November 8, 2017, as previously amended, pursuant to which certain of the Reporting Persons agreed to support, and consent to, a supplemental indenture to the Indenture governing the Convertible Notes to permit the incurrence of certain indebtedness to finance the Saba Group Acquisition, in exchange for and conditioned on, inter alia, extending the maturity of the Convertible Notes to March 2023 and a $3 million consent fee. The extension of the maturity date of the Convertible Notes as described herein may have been deemed to result in a deemed cancellation of the existing Convertible Notes and the issuance of new Convertible Notes for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, which were exempt from Section 16(b) pursuant to Rule 16b-3.

F6 · derivative.exercise_price: The current conversion rate of 23.8095 per $1,000 principal amount of Convertible Notes is equivalent to a conversion price of approximately $42.00 per share of Common Stock.

F1 · kind: As disclosed by Cornerstone OnDemand, Inc. (the "Issuer") in a Current Report on Form 8-K, dated February 26, 2020 (the "Current Report"), in connection with the Issuer's purchase of certain assets from an affiliate of Vector Capital (the "Saba Group Acquisition"), the Issuer and certain of the Reporting Persons, as holders of the Issuer's 5.75% Convertible Senior Notes ("Convertible Notes"), agreed to extend the maturity date of the Convertible Notes in connection with the completion of the Saba Group Acquisition. The aggregate amount of Convertible Notes held by Silver Lake and/or its affiliates has not changed since the date of original acquisition, and is not changing now. On April 22, 2020, the Saba Group Acquisition was completed and the maturity date of the Convertible Notes was extended.

F2 · kind: In connection with the Saba Group Acquisition, certain of the Reporting Persons agreed to an amendment to the Investment Agreement, dated as of November 8, 2017, as previously amended, pursuant to which certain of the Reporting Persons agreed to support, and consent to, a supplemental indenture to the Indenture governing the Convertible Notes to permit the incurrence of certain indebtedness to finance the Saba Group Acquisition, in exchange for and conditioned on, inter alia, extending the maturity of the Convertible Notes to March 2023 and a $3 million consent fee. The extension of the maturity date of the Convertible Notes as described herein may have been deemed to result in a deemed cancellation of the existing Convertible Notes and the issuance of new Convertible Notes for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, which were exempt from Section 16(b) pursuant to Rule 16b-3.

F1 · price: As disclosed by Cornerstone OnDemand, Inc. (the "Issuer") in a Current Report on Form 8-K, dated February 26, 2020 (the "Current Report"), in connection with the Issuer's purchase of certain assets from an affiliate of Vector Capital (the "Saba Group Acquisition"), the Issuer and certain of the Reporting Persons, as holders of the Issuer's 5.75% Convertible Senior Notes ("Convertible Notes"), agreed to extend the maturity date of the Convertible Notes in connection with the completion of the Saba Group Acquisition. The aggregate amount of Convertible Notes held by Silver Lake and/or its affiliates has not changed since the date of original acquisition, and is not changing now. On April 22, 2020, the Saba Group Acquisition was completed and the maturity date of the Convertible Notes was extended.

F2 · price: In connection with the Saba Group Acquisition, certain of the Reporting Persons agreed to an amendment to the Investment Agreement, dated as of November 8, 2017, as previously amended, pursuant to which certain of the Reporting Persons agreed to support, and consent to, a supplemental indenture to the Indenture governing the Convertible Notes to permit the incurrence of certain indebtedness to finance the Saba Group Acquisition, in exchange for and conditioned on, inter alia, extending the maturity of the Convertible Notes to March 2023 and a $3 million consent fee. The extension of the maturity date of the Convertible Notes as described herein may have been deemed to result in a deemed cancellation of the existing Convertible Notes and the issuance of new Convertible Notes for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, which were exempt from Section 16(b) pursuant to Rule 16b-3.

F7 · derivative.exercise_date: Prior to the modification to the Convertible Notes, such Convertible Notes were scheduled to mature on July 1, 2021 and following such modification, will instead mature on March 17, 2023, subject to earlier repurchase or conversion in accordance with their terms.

F7 · derivative.expiration_date: Prior to the modification to the Convertible Notes, such Convertible Notes were scheduled to mature on July 1, 2021 and following such modification, will instead mature on March 17, 2023, subject to earlier repurchase or conversion in accordance with their terms.

F8 · derivative.underlying_shares: This number represents the number of shares of Common Stock issuable upon conversion of the $218,242,000 principal amount of Convertible Notes held by SLA CM Chicago or the $75,758,000 principal amount of Convertible Notes held by Co-Invest, respectively, in each case, at the current conversion rate of 23.8095 shares of Common Stock, and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of Convertible Notes. The conversion rate is subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of an indenture, dated as of December 8, 2017, by and between the Issuer and U.S. Bank National Association, as trustee.

F1 · valueOwnedAfter: As disclosed by Cornerstone OnDemand, Inc. (the "Issuer") in a Current Report on Form 8-K, dated February 26, 2020 (the "Current Report"), in connection with the Issuer's purchase of certain assets from an affiliate of Vector Capital (the "Saba Group Acquisition"), the Issuer and certain of the Reporting Persons, as holders of the Issuer's 5.75% Convertible Senior Notes ("Convertible Notes"), agreed to extend the maturity date of the Convertible Notes in connection with the completion of the Saba Group Acquisition. The aggregate amount of Convertible Notes held by Silver Lake and/or its affiliates has not changed since the date of original acquisition, and is not changing now. On April 22, 2020, the Saba Group Acquisition was completed and the maturity date of the Convertible Notes was extended.

F2 · valueOwnedAfter: In connection with the Saba Group Acquisition, certain of the Reporting Persons agreed to an amendment to the Investment Agreement, dated as of November 8, 2017, as previously amended, pursuant to which certain of the Reporting Persons agreed to support, and consent to, a supplemental indenture to the Indenture governing the Convertible Notes to permit the incurrence of certain indebtedness to finance the Saba Group Acquisition, in exchange for and conditioned on, inter alia, extending the maturity of the Convertible Notes to March 2023 and a $3 million consent fee. The extension of the maturity date of the Convertible Notes as described herein may have been deemed to result in a deemed cancellation of the existing Convertible Notes and the issuance of new Convertible Notes for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, which were exempt from Section 16(b) pursuant to Rule 16b-3.

F4 · ownership.nature: These securities are directly held by SLA Chicago Co-Invest II, L.P. ("Co-Invest"). SLA Co-Invest, GP, L.L.C., ("Co-Invest GP") is the general partner of Co-Invest.

F5 · ownership.nature: Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP and Co-Invest GP. Mr. Joseph Osnoss serves as a member of the board of directors of the Issuer and is a Managing Director of SLG. Each of SLA CM Chicago, SLA CM GP, SLA CM LLC, Co-Invest, Co-Invest GP, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

Read SEC document
April 22, 2020 Filed Apr 24, 2020 21:00 UTC Cornerstone OnDemand Inc CSOD · Entity 134445 Grant5.75% Convertible Senior Notes due 2023 · Derivative Not disclosed Not disclosed Strike: $42.00 $218,242,000.00
Disclosure

SEC source: 0000899243-20-011299 · doc4.xml · derivative · entry 2

Silver Lake Group, L.L.C. · CIK 0001418226 · Director · 10% owner

SLAA (GP), L.L.C. · CIK 0001722977 · Director · 10% owner

Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director · 10% owner

SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director · 10% owner

SLA CM GP, L.L.C. · CIK 0001790767 · Director · 10% owner

SLA CM Chicago Holdings, L.P. · CIK 0001790763 · Director · 10% owner

SLA Co-Invest, GP, L.L.C. · CIK 0001724587 · Director · 10% owner

SLA Chicago Co-Invest II, L.P. · CIK 0001724586 · Director · 10% owner

Osnoss Joseph · CIK 0001603955 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Held through SLA CM Chicago Holdings, L.P.

Disclosed balance after: Not disclosed

Underlying: Common Stock · 5,196,232 shares

Expires not disclosed

F1 · security: As disclosed by Cornerstone OnDemand, Inc. (the "Issuer") in a Current Report on Form 8-K, dated February 26, 2020 (the "Current Report"), in connection with the Issuer's purchase of certain assets from an affiliate of Vector Capital (the "Saba Group Acquisition"), the Issuer and certain of the Reporting Persons, as holders of the Issuer's 5.75% Convertible Senior Notes ("Convertible Notes"), agreed to extend the maturity date of the Convertible Notes in connection with the completion of the Saba Group Acquisition. The aggregate amount of Convertible Notes held by Silver Lake and/or its affiliates has not changed since the date of original acquisition, and is not changing now. On April 22, 2020, the Saba Group Acquisition was completed and the maturity date of the Convertible Notes was extended.

F2 · security: In connection with the Saba Group Acquisition, certain of the Reporting Persons agreed to an amendment to the Investment Agreement, dated as of November 8, 2017, as previously amended, pursuant to which certain of the Reporting Persons agreed to support, and consent to, a supplemental indenture to the Indenture governing the Convertible Notes to permit the incurrence of certain indebtedness to finance the Saba Group Acquisition, in exchange for and conditioned on, inter alia, extending the maturity of the Convertible Notes to March 2023 and a $3 million consent fee. The extension of the maturity date of the Convertible Notes as described herein may have been deemed to result in a deemed cancellation of the existing Convertible Notes and the issuance of new Convertible Notes for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, which were exempt from Section 16(b) pursuant to Rule 16b-3.

F6 · derivative.exercise_price: The current conversion rate of 23.8095 per $1,000 principal amount of Convertible Notes is equivalent to a conversion price of approximately $42.00 per share of Common Stock.

F1 · kind: As disclosed by Cornerstone OnDemand, Inc. (the "Issuer") in a Current Report on Form 8-K, dated February 26, 2020 (the "Current Report"), in connection with the Issuer's purchase of certain assets from an affiliate of Vector Capital (the "Saba Group Acquisition"), the Issuer and certain of the Reporting Persons, as holders of the Issuer's 5.75% Convertible Senior Notes ("Convertible Notes"), agreed to extend the maturity date of the Convertible Notes in connection with the completion of the Saba Group Acquisition. The aggregate amount of Convertible Notes held by Silver Lake and/or its affiliates has not changed since the date of original acquisition, and is not changing now. On April 22, 2020, the Saba Group Acquisition was completed and the maturity date of the Convertible Notes was extended.

F2 · kind: In connection with the Saba Group Acquisition, certain of the Reporting Persons agreed to an amendment to the Investment Agreement, dated as of November 8, 2017, as previously amended, pursuant to which certain of the Reporting Persons agreed to support, and consent to, a supplemental indenture to the Indenture governing the Convertible Notes to permit the incurrence of certain indebtedness to finance the Saba Group Acquisition, in exchange for and conditioned on, inter alia, extending the maturity of the Convertible Notes to March 2023 and a $3 million consent fee. The extension of the maturity date of the Convertible Notes as described herein may have been deemed to result in a deemed cancellation of the existing Convertible Notes and the issuance of new Convertible Notes for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, which were exempt from Section 16(b) pursuant to Rule 16b-3.

F1 · price: As disclosed by Cornerstone OnDemand, Inc. (the "Issuer") in a Current Report on Form 8-K, dated February 26, 2020 (the "Current Report"), in connection with the Issuer's purchase of certain assets from an affiliate of Vector Capital (the "Saba Group Acquisition"), the Issuer and certain of the Reporting Persons, as holders of the Issuer's 5.75% Convertible Senior Notes ("Convertible Notes"), agreed to extend the maturity date of the Convertible Notes in connection with the completion of the Saba Group Acquisition. The aggregate amount of Convertible Notes held by Silver Lake and/or its affiliates has not changed since the date of original acquisition, and is not changing now. On April 22, 2020, the Saba Group Acquisition was completed and the maturity date of the Convertible Notes was extended.

F2 · price: In connection with the Saba Group Acquisition, certain of the Reporting Persons agreed to an amendment to the Investment Agreement, dated as of November 8, 2017, as previously amended, pursuant to which certain of the Reporting Persons agreed to support, and consent to, a supplemental indenture to the Indenture governing the Convertible Notes to permit the incurrence of certain indebtedness to finance the Saba Group Acquisition, in exchange for and conditioned on, inter alia, extending the maturity of the Convertible Notes to March 2023 and a $3 million consent fee. The extension of the maturity date of the Convertible Notes as described herein may have been deemed to result in a deemed cancellation of the existing Convertible Notes and the issuance of new Convertible Notes for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, which were exempt from Section 16(b) pursuant to Rule 16b-3.

F7 · derivative.exercise_date: Prior to the modification to the Convertible Notes, such Convertible Notes were scheduled to mature on July 1, 2021 and following such modification, will instead mature on March 17, 2023, subject to earlier repurchase or conversion in accordance with their terms.

F7 · derivative.expiration_date: Prior to the modification to the Convertible Notes, such Convertible Notes were scheduled to mature on July 1, 2021 and following such modification, will instead mature on March 17, 2023, subject to earlier repurchase or conversion in accordance with their terms.

F8 · derivative.underlying_shares: This number represents the number of shares of Common Stock issuable upon conversion of the $218,242,000 principal amount of Convertible Notes held by SLA CM Chicago or the $75,758,000 principal amount of Convertible Notes held by Co-Invest, respectively, in each case, at the current conversion rate of 23.8095 shares of Common Stock, and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of Convertible Notes. The conversion rate is subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of an indenture, dated as of December 8, 2017, by and between the Issuer and U.S. Bank National Association, as trustee.

F1 · valueOwnedAfter: As disclosed by Cornerstone OnDemand, Inc. (the "Issuer") in a Current Report on Form 8-K, dated February 26, 2020 (the "Current Report"), in connection with the Issuer's purchase of certain assets from an affiliate of Vector Capital (the "Saba Group Acquisition"), the Issuer and certain of the Reporting Persons, as holders of the Issuer's 5.75% Convertible Senior Notes ("Convertible Notes"), agreed to extend the maturity date of the Convertible Notes in connection with the completion of the Saba Group Acquisition. The aggregate amount of Convertible Notes held by Silver Lake and/or its affiliates has not changed since the date of original acquisition, and is not changing now. On April 22, 2020, the Saba Group Acquisition was completed and the maturity date of the Convertible Notes was extended.

F2 · valueOwnedAfter: In connection with the Saba Group Acquisition, certain of the Reporting Persons agreed to an amendment to the Investment Agreement, dated as of November 8, 2017, as previously amended, pursuant to which certain of the Reporting Persons agreed to support, and consent to, a supplemental indenture to the Indenture governing the Convertible Notes to permit the incurrence of certain indebtedness to finance the Saba Group Acquisition, in exchange for and conditioned on, inter alia, extending the maturity of the Convertible Notes to March 2023 and a $3 million consent fee. The extension of the maturity date of the Convertible Notes as described herein may have been deemed to result in a deemed cancellation of the existing Convertible Notes and the issuance of new Convertible Notes for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, which were exempt from Section 16(b) pursuant to Rule 16b-3.

F3 · ownership.nature: These securities are held by SLA CM Chicago Holdings, L.P. ("SLA CM Chicago"). SLA CM GP, L.L.C. ("SLA CM GP") is the general partner of SLA CM Chicago. SL Alpine Aggregator GP, L.L.C. ("SLA CM LLC") is the sole member of SLA CM GP. Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM LLC. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA.

F5 · ownership.nature: Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP and Co-Invest GP. Mr. Joseph Osnoss serves as a member of the board of directors of the Issuer and is a Managing Director of SLG. Each of SLA CM Chicago, SLA CM GP, SLA CM LLC, Co-Invest, Co-Invest GP, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

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April 22, 2020 Filed Apr 24, 2020 21:00 UTC Cornerstone OnDemand Inc CSOD · Entity 134445 Disposition to issuer5.75% Convertible Senior Notes due 2021 · Derivative Not disclosed Not disclosed Strike: $42.00 $218,242,000.00
Disclosure

SEC source: 0000899243-20-011299 · doc4.xml · derivative · entry 1

Silver Lake Group, L.L.C. · CIK 0001418226 · Director · 10% owner

SLAA (GP), L.L.C. · CIK 0001722977 · Director · 10% owner

Silver Lake Alpine Associates, L.P. · CIK 0001722976 · Director · 10% owner

SL Alpine Aggregator GP, L.L.C. · CIK 0001790765 · Director · 10% owner

SLA CM GP, L.L.C. · CIK 0001790767 · Director · 10% owner

SLA CM Chicago Holdings, L.P. · CIK 0001790763 · Director · 10% owner

SLA Co-Invest, GP, L.L.C. · CIK 0001724587 · Director · 10% owner

SLA Chicago Co-Invest II, L.P. · CIK 0001724586 · Director · 10% owner

Osnoss Joseph · CIK 0001603955 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Held through SLA CM Chicago Holdings, L.P.

Disclosed balance after: Not disclosed

Underlying: Common Stock · 5,196,232 shares

Expires not disclosed

F1 · security: As disclosed by Cornerstone OnDemand, Inc. (the "Issuer") in a Current Report on Form 8-K, dated February 26, 2020 (the "Current Report"), in connection with the Issuer's purchase of certain assets from an affiliate of Vector Capital (the "Saba Group Acquisition"), the Issuer and certain of the Reporting Persons, as holders of the Issuer's 5.75% Convertible Senior Notes ("Convertible Notes"), agreed to extend the maturity date of the Convertible Notes in connection with the completion of the Saba Group Acquisition. The aggregate amount of Convertible Notes held by Silver Lake and/or its affiliates has not changed since the date of original acquisition, and is not changing now. On April 22, 2020, the Saba Group Acquisition was completed and the maturity date of the Convertible Notes was extended.

F2 · security: In connection with the Saba Group Acquisition, certain of the Reporting Persons agreed to an amendment to the Investment Agreement, dated as of November 8, 2017, as previously amended, pursuant to which certain of the Reporting Persons agreed to support, and consent to, a supplemental indenture to the Indenture governing the Convertible Notes to permit the incurrence of certain indebtedness to finance the Saba Group Acquisition, in exchange for and conditioned on, inter alia, extending the maturity of the Convertible Notes to March 2023 and a $3 million consent fee. The extension of the maturity date of the Convertible Notes as described herein may have been deemed to result in a deemed cancellation of the existing Convertible Notes and the issuance of new Convertible Notes for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, which were exempt from Section 16(b) pursuant to Rule 16b-3.

F6 · derivative.exercise_price: The current conversion rate of 23.8095 per $1,000 principal amount of Convertible Notes is equivalent to a conversion price of approximately $42.00 per share of Common Stock.

F1 · kind: As disclosed by Cornerstone OnDemand, Inc. (the "Issuer") in a Current Report on Form 8-K, dated February 26, 2020 (the "Current Report"), in connection with the Issuer's purchase of certain assets from an affiliate of Vector Capital (the "Saba Group Acquisition"), the Issuer and certain of the Reporting Persons, as holders of the Issuer's 5.75% Convertible Senior Notes ("Convertible Notes"), agreed to extend the maturity date of the Convertible Notes in connection with the completion of the Saba Group Acquisition. The aggregate amount of Convertible Notes held by Silver Lake and/or its affiliates has not changed since the date of original acquisition, and is not changing now. On April 22, 2020, the Saba Group Acquisition was completed and the maturity date of the Convertible Notes was extended.

F2 · kind: In connection with the Saba Group Acquisition, certain of the Reporting Persons agreed to an amendment to the Investment Agreement, dated as of November 8, 2017, as previously amended, pursuant to which certain of the Reporting Persons agreed to support, and consent to, a supplemental indenture to the Indenture governing the Convertible Notes to permit the incurrence of certain indebtedness to finance the Saba Group Acquisition, in exchange for and conditioned on, inter alia, extending the maturity of the Convertible Notes to March 2023 and a $3 million consent fee. The extension of the maturity date of the Convertible Notes as described herein may have been deemed to result in a deemed cancellation of the existing Convertible Notes and the issuance of new Convertible Notes for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, which were exempt from Section 16(b) pursuant to Rule 16b-3.

F1 · price: As disclosed by Cornerstone OnDemand, Inc. (the "Issuer") in a Current Report on Form 8-K, dated February 26, 2020 (the "Current Report"), in connection with the Issuer's purchase of certain assets from an affiliate of Vector Capital (the "Saba Group Acquisition"), the Issuer and certain of the Reporting Persons, as holders of the Issuer's 5.75% Convertible Senior Notes ("Convertible Notes"), agreed to extend the maturity date of the Convertible Notes in connection with the completion of the Saba Group Acquisition. The aggregate amount of Convertible Notes held by Silver Lake and/or its affiliates has not changed since the date of original acquisition, and is not changing now. On April 22, 2020, the Saba Group Acquisition was completed and the maturity date of the Convertible Notes was extended.

F2 · price: In connection with the Saba Group Acquisition, certain of the Reporting Persons agreed to an amendment to the Investment Agreement, dated as of November 8, 2017, as previously amended, pursuant to which certain of the Reporting Persons agreed to support, and consent to, a supplemental indenture to the Indenture governing the Convertible Notes to permit the incurrence of certain indebtedness to finance the Saba Group Acquisition, in exchange for and conditioned on, inter alia, extending the maturity of the Convertible Notes to March 2023 and a $3 million consent fee. The extension of the maturity date of the Convertible Notes as described herein may have been deemed to result in a deemed cancellation of the existing Convertible Notes and the issuance of new Convertible Notes for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, which were exempt from Section 16(b) pursuant to Rule 16b-3.

F7 · derivative.exercise_date: Prior to the modification to the Convertible Notes, such Convertible Notes were scheduled to mature on July 1, 2021 and following such modification, will instead mature on March 17, 2023, subject to earlier repurchase or conversion in accordance with their terms.

F7 · derivative.expiration_date: Prior to the modification to the Convertible Notes, such Convertible Notes were scheduled to mature on July 1, 2021 and following such modification, will instead mature on March 17, 2023, subject to earlier repurchase or conversion in accordance with their terms.

F8 · derivative.underlying_shares: This number represents the number of shares of Common Stock issuable upon conversion of the $218,242,000 principal amount of Convertible Notes held by SLA CM Chicago or the $75,758,000 principal amount of Convertible Notes held by Co-Invest, respectively, in each case, at the current conversion rate of 23.8095 shares of Common Stock, and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of Convertible Notes. The conversion rate is subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of an indenture, dated as of December 8, 2017, by and between the Issuer and U.S. Bank National Association, as trustee.

F1 · valueOwnedAfter: As disclosed by Cornerstone OnDemand, Inc. (the "Issuer") in a Current Report on Form 8-K, dated February 26, 2020 (the "Current Report"), in connection with the Issuer's purchase of certain assets from an affiliate of Vector Capital (the "Saba Group Acquisition"), the Issuer and certain of the Reporting Persons, as holders of the Issuer's 5.75% Convertible Senior Notes ("Convertible Notes"), agreed to extend the maturity date of the Convertible Notes in connection with the completion of the Saba Group Acquisition. The aggregate amount of Convertible Notes held by Silver Lake and/or its affiliates has not changed since the date of original acquisition, and is not changing now. On April 22, 2020, the Saba Group Acquisition was completed and the maturity date of the Convertible Notes was extended.

F2 · valueOwnedAfter: In connection with the Saba Group Acquisition, certain of the Reporting Persons agreed to an amendment to the Investment Agreement, dated as of November 8, 2017, as previously amended, pursuant to which certain of the Reporting Persons agreed to support, and consent to, a supplemental indenture to the Indenture governing the Convertible Notes to permit the incurrence of certain indebtedness to finance the Saba Group Acquisition, in exchange for and conditioned on, inter alia, extending the maturity of the Convertible Notes to March 2023 and a $3 million consent fee. The extension of the maturity date of the Convertible Notes as described herein may have been deemed to result in a deemed cancellation of the existing Convertible Notes and the issuance of new Convertible Notes for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, which were exempt from Section 16(b) pursuant to Rule 16b-3.

F3 · ownership.nature: These securities are held by SLA CM Chicago Holdings, L.P. ("SLA CM Chicago"). SLA CM GP, L.L.C. ("SLA CM GP") is the general partner of SLA CM Chicago. SL Alpine Aggregator GP, L.L.C. ("SLA CM LLC") is the sole member of SLA CM GP. Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM LLC. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA.

F5 · ownership.nature: Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP and Co-Invest GP. Mr. Joseph Osnoss serves as a member of the board of directors of the Issuer and is a Managing Director of SLG. Each of SLA CM Chicago, SLA CM GP, SLA CM LLC, Co-Invest, Co-Invest GP, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.

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Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.