SEC Form 4: Schmitt Christopher returned 59,609 shares to the company, closing all direct ownership in the company to satisfy withholding tax
$SAIL
Computer Software: Prepackaged Software
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
Sailpoint Technologies Holdings, Inc. [ SAIL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/16/2022 | ||||||||||||||||||||||||||
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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 | 08/16/2022 | D(1) | 59,609(2) | D | $0(1)(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 | ||||||||
| Stock Option (right to buy) | $3.17 | 08/16/2022 | D(3) | 15,384 | (3)(4) | 03/24/2027 | Common Stock | 15,384 | $0(3) | 0 | D | ||||
| Stock Option (right to buy) | $12 | 08/16/2022 | D(3) | 12,741 | (3)(5) | 11/16/2027 | Common Stock | 12,741 | $0(3) | 0 | D | ||||
| Stock Option (right to buy) | $29.92 | 08/16/2022 | D(3) | 24,623 | (3)(6) | 02/07/2029 | Common Stock | 24,623 | $0(3) | 0 | D | ||||
| Stock Option (right to buy) | $25.42 | 08/16/2022 | D(3) | 25,139 | (3)(7) | 02/05/2030 | Common Stock | 25,139 | $0(3) | 0 | D | ||||
| Stock Option (right to buy) | $60.78 | 08/16/2022 | D(3) | 18,119 | (3)(8) | 02/17/2031 | Common Stock | 18,119 | $0(3) | 0 | D | ||||
| Stock Option (right to buy) | $39.75 | 08/16/2022 | D(3) | 29,646 | (3)(9) | 02/10/2032 | Common Stock | 29,646 | $0(3) | 0 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the Agreement and Plan of Merger, dated April 10, 2022 (the Merger Agreement), by and among SailPoint Technologies Holdings, Inc. (Issuer), SailPoint Intermediate Holdings III, LP (f/k/a Project Hotel California Holdings, LP) (Parent) and Project Hotel California Merger Sub, Inc. (Merger Sub), on August 16, 2022, Merger Sub merged with and into Issuer, with Issuer surviving the merger as a wholly-owned subsidiary of Parent (such merger and the other transactions contemplated by the Merger Agreement, the Merger). At the effective time of the Merger, each then outstanding share of Issuer common stock was cancelled and extinguished and automatically converted into the right to receive an amount in cash equal to $65.25, without interest thereon and less any applicable withholding taxes. |
| 2. Includes restricted stock units (RSUs). At the Effective Time, each RSU award that was vested and outstanding immediately prior to the Effective Time (Vested RSU) was automatically cancelled and converted into the right to receive an amount in cash, without interest, equal to $65.25 multiplied by the total number of shares of such Vested RSU, subject to any required withholding of taxes. Each RSU that was outstanding immediately prior to the Effective Time and not a Vested RSU (Unvested RSU) was automatically converted into the contingent right to receive an amount in cash, without interest, equal to $65.25 multiplied by the total number of shares underlying such RSU, in each case subject to the same terms and conditions that applied to the Unvested RSU as in effect immediately prior to the Effective Time. |
| 3. Each option to purchase shares of Issuer common stock (Option) that was vested and outstanding immediately prior to the Effective Time (Vested Option) was automatically cancelled and converted into the right to receive an amount in cash, without interest, equal to (x) the difference between $65.25 and the per share exercise price of such Vested Option, multiplied by (y) the total number of shares underlying such Vested Option, subject to any required withholding of taxes. Each Option that was outstanding but unvested immediately prior to the Effective Time (Unvested Option) was automatically converted into the contingent right to receive an amount in cash, without interest, equal to (x) the difference between $65.25 and the per share exercise price of such Unvested Option multiplied by (y) the total number of shares underlying such Unvested Option, in each case subject to the same terms and conditions that applied to the Unvested Option immediately prior to the Effective Time. |
| 4. This Option was granted on March 24, 2017. As to 35,000 shares, 25% vested on March 13, 2018 and the remaining 75% vested in equal installments on a monthly basis over the 36-month period following March 13, 2018. As to the other 35,000 shares, (i) 7,280 vested on January 15, 2018; (ii) 26,250 vested in equal installments on each of January 15, 2019, January 15, 2020, and January 15, 2021; and (iii) 1,470 vested on April 15, 2021. |
| 5. This Option was granted on November 16, 2017. 25% vested on the first anniversary of the date of grant and then 1/48th vested each month thereafter, such that 100% of the award had vested on the fourth anniversary of the date of grant. |
| 6. This Option was granted on February 7, 2019. 25% vested on the first anniversary of the date of grant and then 1/48th vests each month thereafter, such that 100% of the award will be vested on the fourth anniversary of the date of grant. |
| 7. This Option was granted on February 5, 2020. 25% vested on the first anniversary of the date of grant and then 1/48th vests each month thereafter, such that 100% of the award will be vested on the fourth anniversary of the date of grant. |
| 8. This Option was granted on February 17, 2021. 25% vested on the first anniversary of the date of grant and then 1/48th vests each month thereafter, such that 100% of the award will be vested on the fourth anniversary of the date of grant. |
| 9. This Option was granted on February 10, 2022. 25% vests on the first anniversary of the date of grant and then 1/48th vests each month thereafter, such that 100% of the award will be vested on the fourth anniversary of the date of grant. |
| Remarks: |
| /s/ Ryan Clyde, attorney-in-fact | 08/16/2022 | |
| ** 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. | ||