SEC Form S-8 POS filed by Sumo Logic Inc.
Delaware
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27-2234444
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification Number)
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Registration Statement No. 333-270623, registering 7,342,928 shares of common stock, par value $0.0001 per share (the “Common Stock”), consisting of: (i) 6,119,107 shares of Common Stock issuable pursuant to the Sumo Logic, Inc.
2020 Equity Incentive Plan (the “2020 Plan”), and (ii) 1,223,821 shares of Common Stock issuable pursuant to the Sumo Logic, Inc. 2020 Employee Stock Purchase Plan (the “2020 ESPP”), filed with the Securities and Exchange
Commission (the “SEC”) on March 16, 2023;
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Registration Statement No. 333-263532, registering 6,827,605 shares of Common Stock, consisting of: (i) 5,689,671 shares of Common Stock issuable pursuant to the 2020 Plan, and (ii) 1,137,934 shares of Common Stock issuable pursuant to
the 2020 ESPP, filed with the SEC on March 14, 2022;
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Registration Statement No. 333-257230, registering 36,404 shares of Common Stock issuable pursuant to stock options outstanding under the Sensu, Inc. Amended and Restated 2017 Equity Incentive Plan, filed with the SEC on June 21, 2021;
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Registration Statement No. 333-254249, registering 6,148,995 shares of Common Stock, consisting of: (i) 5,124,163 shares of Common Stock issuable pursuant to the 2020 Plan, and (ii) 1,024,832 shares of Common Stock issuable pursuant to
the 2020 ESPP, filed with the SEC on March 15, 2021; and
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Registration Statement No. 333-248869, registering 43,967,238 shares of Common Stock, consisting of: (i) 13,139,773 shares of Common Stock issuable pursuant to the 2020 Plan; (ii) 2,000,000 shares of Common Stock issuable pursuant to the
2020 ESPP; (iii) 3,211,467 shares of Common Stock underlying restricted stock units under the Sumo Logic, Inc. 2010 Stock Plan (the “2010 Plan”) as of the filing date; (iv) 25,468,184 shares of Common Stock issuable pursuant to the
outstanding stock options under the 2010 Plan as of the filing date; (v) 137,233 shares of Common Stock issuable pursuant to the outstanding stock options under the Jask Labs Inc. 2018 Stock Plan; and (vi) 10,581 shares of Common Stock
issuable pursuant to the outstanding stock options under the Jask Labs Inc. 2015 Equity Incentive Plan, filed with the SEC on September 17, 2020.
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(i) |
each share of Common Stock issued and outstanding as of immediately prior to the Effective Time (other than shares of Common Stock (A) held by the Company as treasury stock; (B) owned by Parent or Merger Sub;
or (C) owned by any direct or indirect wholly owned Subsidiary of Parent or Merger Sub as of immediately prior to the Effective Time (which were cancelled without payment of any consideration) and (B) shares of Common Stock for which
dissenters’ rights have been properly exercised and not withdrawn) was automatically converted into the right to receive cash in an amount equal to $12.05, without interest thereon (the “Per Share Price”);
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(ii) |
each share of Common Stock that was subject to vesting, repurchase or other lapse restriction (“Company Restricted Stock”) and that was outstanding as of immediately prior to the Effective Time vested
in full and was automatically cancelled and converted into the right to receive the Per Share Price, less any applicable withholding taxes;
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(iii)
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each restricted stock unit award that was not subject to any performance-based vesting conditions (each, a “Company RSU”) and that was outstanding and vested as of immediately prior to the
Effective Time (but not yet settled) or that vested as a result of the consummation of the Merger (each, a “Vested Company RSU”) was automatically cancelled and converted into the right to receive an amount in cash (without
interest) equal to (A) the total number of shares of Common Stock subject to such Vested Company RSU, multiplied by (B) the Per Share Price, less applicable withholding taxes;
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(iv) |
each Company RSU that was not a Vested Company RSU (each, an “Unvested Company RSU”) and that was outstanding as of immediately prior to the Effective Time
was automatically cancelled and converted into a cash award with respect to an amount equal to (A) the total number of shares of Common Stock subject to such Unvested Company RSU, multiplied by (B) the Per Share Price, less any applicable
withholding taxes, which cash award will continue to have, and will be subject to, the same vesting terms and conditions as applied to the corresponding Unvested Company RSU immediately prior to the Effective Time;
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(v) |
each restricted stock unit award that was subject to any performance-based vesting conditions (each, a “Company PSU”) and that was outstanding and fully vested (but not yet settled) as of immediately
prior to the Effective Time (a “Vested Company PSU”) was automatically cancelled and converted into the right to receive an amount in cash (without interest) equal to (A) the total number of shares of Common Stock subject to
such Vested Company PSU (as determined in accordance with the terms of the applicable award agreement), multiplied by (B) the Per Share Price, less applicable withholding taxes;
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(vi) |
each Company PSU that was not a Vested Company PSU (each, an “Unvested Company PSU”) and that was outstanding as of immediately prior to the Effective Time
was automatically cancelled and converted into a cash award with respect to an amount equal to (A) the total number of shares of Common Stock subject to such Unvested Company PSU (as determined in accordance with the applicable award
agreement), multiplied by (B) the Per Share Price, less any applicable withholding taxes, which cash award will be subject to the same vesting terms and conditions (excluding performance-based vesting conditions) as applied to the
corresponding Unvested Company PSU immediately prior to the Effective Time;
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(vii) |
each outstanding option to purchase shares of Common Stock (each, a “Company Option”) that was outstanding and vested as of immediately prior to the Effective Time or that vested as a result of the
consummation of the Merger (each, a “Vested Company Option”) was automatically cancelled and converted into the right to receive an amount in cash (without interest) equal to (A) the total number of shares of Common Stock
subject to the Vested Company Option, multiplied by (B) the excess, if any, of the Per Share Price over the exercise price per share of Common Stock underlying such Vested Company Option, less applicable withholding taxes;
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(viii) |
each outstanding Company Option that was not a Vested Company Option (each, an “Unvested Company Option”) and was outstanding as of immediately prior to the Effective Time was automatically cancelled and converted into a cash
award with respect to an amount equal to (A) the total number of shares of Common Stock subject to such Unvested Company Option, multiplied by (B) the excess, if any, of the Per Share Price over the exercise price per share of Common Stock
under such Unvested Company Option, less any applicable withholding taxes, which cash award will continue to have, and will be subject to, the same vesting terms
and conditions as applied to the corresponding Unvested Company Option immediately prior to the Effective Time; and
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(ix) |
each Company Option that had an exercise price per share of Common Stock that was greater than or equal to the Per Share Price was cancelled at the Effective Time for no consideration or payment.
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SUMO LOGIC, INC.
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By:
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/s/ Jennifer McCord
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Jennifer McCord
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Chief Financial Officer
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