person · Reporting owner
Silver Lake Alpine Associates, L.P.
Disclosed activity across 6 companies
Sign in to followReported relationships
Latest disclosed role at each company.
| Company | Last reported as | Report date | Published |
|---|---|---|---|
| AMC ENTERTAINMENT HOLDINGS, INC.AMC · Entity 4413 | Director · 10% owner | January 27, 2021 | January 29, 2021 |
| EverCommerce Inc.EVCM · Entity 4719 | Director · 10% owner | May 07, 2021 | July 08, 2021 |
| Motorola Solutions, Inc.MSI · Entity 2943 | Director | February 14, 2024 | February 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 / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Class A Common StockSEC Table I · non-derivative | IndirectHeld 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 rowsRow 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 $13.51 | IndirectHeld 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 rowRow 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.
EverCommerce Inc.
Report date May 07, 2021 · Filed July 08, 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 Eclipse Holdings, L.P., SLA Eclipse Co-Invest, L.P., Osnoss Joseph
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | IndirectHeld 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 rowsRow 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-derivative | IndirectHeld 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 rowsRow 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 security | IndirectHeld 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 rowRow 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 security | IndirectHeld 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 rowRow 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 security | IndirectHeld 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 rowRow 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 security | IndirectHeld 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 rowRow 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 security | IndirectHeld 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 rowRow 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 security | IndirectHeld 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 rowRow 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 security | IndirectHeld 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 rowRow 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.
Motorola Solutions, Inc.
Report date February 14, 2024 · Filed February 16, 2024
Jointly reported with SLAA (GP), L.L.C., SLA CM Maverick Holdings, L.P., SLA CM GP, L.L.C., SL Alpine Aggregator GP, L.L.C., Silver Lake Group, L.L.C., Durban Egon, Mondre Greg
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| 1.75% Convertible Senior Notes due 2024SEC Table II · derivative / convertible security · Conversion / exercise price $200.63 | IndirectHeld 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 rowRow 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.
Cornerstone OnDemand Inc
Report date October 15, 2021 · Filed October 19, 2021
Jointly reported with SLAA (GP), L.L.C., Silver Lake Group, L.L.C., SL Alpine Aggregator GP, L.L.C., SLA CM GP, L.L.C., SLA CM Chicago Holdings, L.P., SLA Co-Invest, GP, L.L.C., SLA Chicago Co-Invest II, L.P., Osnoss Joseph
Section 16 reporting ended · disclosed 2021-10-19. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | IndirectHeld 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 rowsRow 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-derivative | IndirectHeld 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 rowsRow 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-derivative | IndirectSee footnote | 0 |
Reported balance
After 2021-10-15 transaction · row 5
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 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 security | IndirectHeld 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 rowRow 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 security | IndirectHeld 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 rowRow 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.
SPLUNK INC
Report date March 18, 2024 · Filed March 20, 2024
Jointly reported with SLAA (GP), L.L.C., SL Alpine Aggregator GP, L.L.C., SLA Spark Aggregator, L.P., SLA Spark GP, L.L.C., SLA Spark Holdings, L.P.
Section 16 reporting ended · disclosed 2024-03-20. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | IndirectSee Footnote | 0 |
Reported balance
After 2024-03-18 transaction · row 1
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 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-derivative | IndirectSee Footnote | 0 |
Reported balance
After 2024-03-18 transaction · row 2
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 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 security | IndirectHeld 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 rowRow 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 security | IndirectHeld 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 rowRow 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.
TWITTER, INC.
Report date October 27, 2022 · Filed October 31, 2022
Jointly reported with SLAA (GP), L.L.C., Silver Lake Group, L.L.C., SL Alpine Aggregator GP, L.L.C., SLA CM Titus GP, L.L.C., SLA CM Titus Holdings, L.P., Durban Egon
Section 16 reporting ended · disclosed 2022-10-31. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | IndirectHeld 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 rowRow 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-derivative | IndirectHeld 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 rowRow 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-derivative | IndirectSee Footnote | 0 |
Reported balance
After 2022-10-27 transaction · row 3
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 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 security | IndirectHeld 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 rowRow 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 security | IndirectHeld 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 rowRow 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
JSON APIPurchases/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 date | Company | Activity / security | Shares / units | Reported price | Reported value | Details |
|---|---|---|---|---|---|---|
| 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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. Read SEC document |
| 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 |
DisclosureSEC 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. Read SEC document |
| 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 |
DisclosureSEC 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. Read SEC document |
| 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 |
DisclosureSEC 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. Read SEC document |
| 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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. Read SEC document |
| January 27, 2021 Filed Jan 29, 2021 22:10 UTC | AMC ENTERTAINMENT HOLDINGS, INC. AMC · Entity 4413 | SaleClass A Common Stock | 1,328 | $17.57 | $23,334.82 |
DisclosureSEC 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. Read SEC document |
| 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 |
DisclosureSEC 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. Read SEC document |
| 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 |
DisclosureSEC 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. Read SEC document |
| 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 |
DisclosureSEC 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. Read SEC document |
| 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 |
DisclosureSEC 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. Read SEC document |
| 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 |
DisclosureSEC 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 |
DisclosureSEC 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 |
DisclosureSEC 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. 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 | $75,758,000.00 |
DisclosureSEC 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. Read SEC document |
| 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 |
DisclosureSEC 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 |
DisclosureSEC 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. Read SEC document |
| 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 |
DisclosureSEC 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. Read SEC document |
Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.