SEC Form 4: Earl Nicholas returned 828,677 units of Common Stock to the company, decreasing direct ownership by 100% to 0 units
$GLUU
EDP Services
Technology
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
GLU MOBILE INC [ GLUU ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/29/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 04/29/2021 | D | 828,677(1) | D | (2) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | $0.00(3) | 04/29/2021 | D | 261,446 | (4) | (4) | Common Stock | 261,446 | (5) | 0 | D | ||||
| Restricted Stock Units | $0.00(3) | 04/29/2021 | D | 292,970 | (6) | (6) | Common Stock | 292,970 | (5) | 0 | D | ||||
| Stock Option (right to buy) | $3.63 | 04/29/2021 | D | 566,277 | (7) | 01/02/2028 | Common Stock | 566,277 | (8) | 0 | D | ||||
| Stock Option (right to buy) | $6.42 | 04/29/2021 | D | 359,000 | (9) | 10/25/2028 | Common Stock | 359,000 | (8) | 0 | D | ||||
| Performance Stock Units | $0.00(10) | 04/29/2021 | D | 369,099 | (11) | 12/17/2029 | Common Stock | 246,066 | (11) | 0 | D | ||||
| Performance Stock Units | $0.00(10) | 04/29/2021 | D | 123,700 | (11) | 11/23/2030 | Common Stock | 61,850 | (11) | 0 | D | ||||
| Performance Stock Units | $0.00(10) | 04/29/2021 | D | 439,455 | (11) | 11/23/2030 | Common Stock | 292,970 | (11) | 0 | D | ||||
| Performance Stock Options | $3.59 | 04/29/2021 | D | 650,000 | (12) | 10/10/2027 | Common Stock | 650,000 | (12) | 0 | D | ||||
| Performance Stock Options | $3.63 | 04/29/2021 | D | 155,620 | (12) | 01/02/2028 | Common Stock | 155,620 | (12) | 0 | D | ||||
| Performance Stock Options | $3.63 | 04/29/2021 | D | 120,963 | (12) | 01/02/2028 | Common Stock | 120,963 | (12) | 0 | D | ||||
| Performance Stock Options | $6.42 | 04/29/2021 | D | 269,666 | (12) | 10/25/2028 | Common Stock | 269,666 | (12) | 0 | D | ||||
| Performance Stock Options | $3.63 | 04/29/2021 | D | 155,621 | (12) | 01/02/2028 | Common Stock | 155,621 | (12) | 0 | D | ||||
| Performance Stock Options | $6.42 | 04/29/2021 | D | 269,668 | (12) | 10/25/2028 | Common Stock | 179,778 | (12) | 0 | D | ||||
| Explanation of Responses: |
| 1. Includes 3,053 shares of Common Stock acquired under the issuer's employee stock purchase plan on February 21, 2021. |
| 2. On February 8, 2021, the Issuer entered into the Agreement and Plan of Merger (the "Merger Agreement"), with Electronic Arts Inc. ("Electronic Arts"), a Delaware corporation, and Giants Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Electronic Arts, and the Issuer. Upon the closing (the "Closing") of the transactions (the "Merger") contemplated by the Merger Agreement on April 29, 2021, each share of the Issuer's common stock (a "Share") was cancelled and converted into the right to receive an amount in cash, without interest, equal to $12.50 (the "Per Share Merger Consideration"). |
| 3. Each restricted stock unit ("RSU") represents a contingent right to receive 1 Share upon settlement for no consideration. |
| 4. 25% of the total number of Shares subject to the RSU vested on December 17, 2020, 4.166% vested on February 15, 2021, an additional 6.25% of the underlying shares vesting in each of the following 11 quarters on the same day of each third month (e.g., the first such quarterly vesting date will be May 15, 2021, the next quarterly vesting date will be August 15, 2021, etc.), with the final 2.0833% of the underlying shares vesting on February 15, 2024; provided, however, that if any portion of the RSU vests on a date that is a non-trading day on The Nasdaq Stock Market, then the RSU will vest on the next trading day. |
| 5. Pursuant to the Merger Agreement, the unvested RSUs held by a continuing employee were assumed by Electronic Arts and converted automatically into a corresponding RSU of Electronic Arts and subject to terms and conditions substantially identical to those in effect at the Effective Time (as defined in the Merger Agreement), including all vesting and applicable vesting acceleration provisions, except that the number of shares of common stock of Electronic Arts that will be subject to each such unvested Issuer RSU shall be determined by multiplying the number of Shares subject to such unvested Issuer RSU by the Exchange Ratio (as defined in the Merger Agreement). |
| 6. The RSU vests as to 25% of the total number of Shares subject to the RSU on November 23, 2021 (the "RSU First Vesting Date"), with the remaining 75% of the underlying Shares vesting in equal quarterly installments over the next three years following the RSU First Vesting Date on the same day of each third month (e.g., the first quarterly vesting date is February 15, 2022, the next quarterly vesting date is May 15, 2022, etc.); provided, however, that if any portion of the RSU vests on a date that is a non-trading day on The Nasdaq Stock Market, then the RSU will vest on the next trading day. |
| 7. 25% of the option vested on January 1, 2019, 25% of the option vested on January 1, 2020, 25% of the option vested on January 1, 2021, and remaining shares vest and become exercisable in equal monthly installments thereafter. |
| 8. Pursuant to the Merger Agreement, to the extent vested, the option automatically converted into the right to receive an amount in cash equal to the product of (x) the aggregate number of Shares subject to such option multiplied by (y) the excess of the Per Share Merger Consideration over the applicable per share exercise price of such option, without interest and subject to any required withholding of taxes. To the extent unvested, the option was assumed by Electronic Arts and converted automatically by multiplying the number of shares subject to the option by the Exchange Ratio, rounded down to the nearest whole share, and the applicable per share exercise price of the option being divided by the Exchange Ratio, rounded up to the nearest whole cent, resulting in a corresponding option denominated in shares of common stock of Electronic Arts and subject to terms and conditions substantially identical to those in effect at the Effective Time. |
| 9. 25% of the option vested on October 25, 2019, 25% of the option vested on October 25, 2020, and the remaining shares vest and become exercisable in equal monthly installments thereafter for a period of two years. |
| 10. Each performance stock unit ("PSU") represents a contingent right to receive 1 Share upon settlement for no consideration. |
| 11. Pursuant to the Merger Agreement, the PSUs, for which the performance period has not been completed as of the Effective Time, were deemed achieved at "target" and converted to an RSU with a time-based vesting schedule that corresponds to each performance period. To the extent vested, the PSUs were cancelled and automatically converted into the right to receive an amount in cash equal to the product of the aggregate number of Shares subject to such PSU multiplied by the Per Share Merger Consideration, without interest and subject to any required withholding of taxes. To the extent unvested, the PSUs were assumed by Electronic Arts and converted automatically into a corresponding RSU of Electronic Arts and subject to terms and conditions substantially identical to those in effect at the Effective Time, including all vesting and applicable vesting acceleration provisions, except that (i) the number of shares of common stock of Electronic Arts that will be subject to each such unveste |
| 12. Pursuant to the Merger Agreement, the performance stock options ("PSO"), for which the performance period has not been completed as of the Effective Time, were deemed achieved at "target" and converted to a stock option with a time-based vesting schedule that corresponds to each performance period. The vested PSOs as of the Effective Time were cancelled and automatically converted into the right to receive an amount in cash equal to the product of (x) the aggregate number of Shares subject to such vested option (as converted as described in the preceding sentence) multiplied by (y) the excess, if any, of the Per Share Merger Consideration over the applicable per share exercise price of such vested Glu Option, without interest and subject to any required withholding of Taxes. |
| Remarks: |
| /s/ Nicholas Earl by Scott J. Leichtner, attorney-in-fact. | 05/03/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||