SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* Kaelin Jennifer G (Last) (First) (Middle) 3020 CARRINGTON MILL BLVD. SUITE 100 (Street) MORRISVILLE NC 27560 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol SCIQUEST INC [ SQI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Financial Officer
	3. Date of Earliest Transaction (Month/Day/Year) 07/28/2016
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	07/28/2016		D		70,928(1)	D	$17.75	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)	$13.43	07/28/2016		D			10,000	(2)	01/31/2021	Common Stock	10,000	$4.32(2)	0	D
Stock Option (Right to Buy)	$14.46	07/28/2016		D			9,200	(3)	03/09/2022	Common Stock	9,200	$3.29(3)	0	D
Stock Option (Right to Buy)	$23.25	07/28/2016		D			10,000	(4)	04/24/2023	Common Stock	10,000	$0.00(4)	0	D
Stock Option (Right to Buy)	$28.77	07/28/2016		D			5,000	(5)	03/03/2024	Common Stock	5,000	$0.00(5)	0	D
Stock Option (Right to Buy)	$15.78	07/28/2016		D			5,000	(6)	04/29/2025	Common Stock	5,000	$1.97(6)	0	D
Restricted Stock Unit	(7)	07/28/2016		D			17,889	(8)	(8)	Common Stock	17,889	(8)	0	D
Performance-Based Restricted Stock Unit	(9)	07/28/2016		D			21,324	(10)	(10)	Common Stock	21,324	(10)	0	D
Restricted Stock Unit	(7)	07/28/2016		D			24,000	(11)	(11)	Common Stock	24,000	(11)	0	D
Performance-Based Restricted Stock Unit	(9)	07/28/2016		D			36,264	(12)	(12)	Common Stock	36,264	(12)	0	D

Explanation of Responses:

1. Disposed of pursuant to the Merger Agreement.

2. This option was granted on January 31, 2011 with respect to 10,000 shares of the Issuer's common stock, with the shares vesting in 48 equal monthly installments thereafter, becoming fully exercisable as of January 31, 2015. Pursuant to the Merger Agreement, this option was cancelled in exchange for a cash payment of $43,200, which represents the product of (i) the aggregate number of shares of common stock subject to such vested portion of the option (10,000 shares) and (ii) the excess of the merger consideration of $17.75 per share over the exercise price of the option per share, with such cash payment subject to any required withholding of taxes.

3. This option was granted on March 9, 2012 with respect to 9,200 shares of the Issuer's common stock, with the shares vesting in 48 equal monthly installments thereafter, becoming fully exercisable as of March 9, 2016. Pursuant to the Merger Agreement, this option was cancelled in exchange for a cash payment of $30,268, which represents the product of (i) the aggregate number of shares of common stock subject to such vested portion of the option (9,200 shares) and (ii) the excess of the merger consideration of $17.75 per share over the exercise price of the option per share, with such cash payment subject to any required withholding of taxes.

4. This option was granted on April 24, 2013 with respect to 10,000 shares of the Issuer's common stock, with the shares vesting in 48 equal monthly installments thereafter until April 24, 2017. In connection with the Merger, the vesting of this option was fully accelerated pursuant to the Issuer's Change of Control Severance Plan. Pursuant to the Merger Agreement, this option was cancelled and forfeited for no consideration, because the merger consideration of $17.75 per share did not exceed the exercise price of the option per share.

5. This option was granted on March 3, 2014 with respect to 5,000 shares of the Issuer's common stock, with the shares vesting in 48 equal monthly installments thereafter until March 3, 2018. In connection with the Merger, the vesting of this option was fully accelerated pursuant to the Issuer's Change of Control Severance Plan. Pursuant to the Merger Agreement, this option was cancelled and forfeited for no consideration, because the merger consideration of $17.75 per share did not exceed the exercise price of the option per share.

6. This option was granted on April 30, 2015 with respect to 5,000 shares of the Issuer's common stock, with the shares vesting in 48 equal monthly installments thereafter until April 30, 2019. In connection with the Merger, the vesting of this option was fully accelerated pursuant to the Issuer's Change of Control Severance Plan. Pursuant to the Merger Agreement, this option was cancelled in exchange for a cash payment of $11,900, which represents the product of (i) the aggregate number of shares of common stock subject to such vested portion of the option (5,000 shares) and (ii) the excess of the merger consideration of $17.75 per share over the exercise price of the option per share, with such cash payment subject to any required withholding of taxes.

7. The restricted stock units convert into the right to receive an amount in cash equal to the product of (i) the total number of shares subject to such restricted stock unit and (ii) the per share merger consideration, less applicable taxes required to be withheld with respect to such payment.

8. On May 27, 2015, the reporting person was granted 17,889 restricted stock units, with the units vesting in four equal annual installments on each anniversary of the grant date until May 27, 2019. In connection with the Merger, the vesting of these restricted stock units were fully accelerated pursuant to the Issuer's Change of Control Severance Plan. Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $317,529.75, which represents the product of (i) the aggregate number of shares of common stock subject to such restricted stock units (17,889 shares) and (ii) the merger consideration of $17.75 per share, with such cash payment subject to any required withholding of taxes.

9. The performance-based restricted stock units convert into the right to receive an amount in cash equal to the product of (i) the total number of shares subject to such performance-based restricted stock unit based on actual achievement of the applicable performance metrics through the day immediately preceding the effective date of the Merger and (ii) the per share merger consideration, less applicable taxes required to be withheld with respect to such payment.

10. On May 27, 2015, the reporting person was granted 17,889 performance-based restricted stock units. Pursuant to the terms of the agreement governing the performance-based restricted stock, at the effective time of the Merger, 21,324 performance-based restricted stock units were immediately deemed earned based on achievement of performance metrics (the "Earned Units"). Pursuant to the Merger Agreement, the Earned Units were cancelled in exchange for an aggregate cash payment of $378,495 subject to certain conditions and payable in accordance with the terms set forth in the agreement governing the performance-based restricted stock, which represents the product of (i) the aggregate number of shares of common stock subject to such Earned Units (21,324 shares) and (ii) the merger consideration of $17.75 per share, subject to required withholding of taxes. The unearned performance-based restricted stock units were cancelled and forfeited for no consideration pursuant to the Merger Agreement.

11. On February 18, 2016, the reporting person was granted 24,000 restricted stock units, with the units vesting in four equal annual installments on each anniversary of the grant date until February 18, 2020. In connection with the Merger, the vesting of these restricted stock units were fully accelerated pursuant to the Issuer's Change of Control Severance Plan. Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $426,000, which represents the product of (i) the aggregate number of shares of common stock subject to such restricted stock units (24,000 shares) and (ii) the merger consideration of $17.75 per share, with such cash payment subject to any required withholding of taxes.

12. On February 18, 2016, the reporting person was granted 24,000 performance-based restricted stock units. Pursuant to the terms of the agreement governing the performance-based restricted stock, at the effective time of the Merger, 36,264 performance-based restricted stock units were immediately deemed Earned Units. Pursuant to the Merger Agreement, the Earned Units were cancelled in exchange for an aggregate cash payment of $643,686, subject to certain conditions and payable in accordance with the terms set forth in the agreement governing the performance-based restricted stock, which represents the product of (i) the aggregate number of shares of common stock subject to such Earned Units (36,264 shares) and (ii) the merger consideration of $17.75 per share, subject to any required withholding of taxes. The unearned performance-based restricted stock units were cancelled and forfeited for no consideration pursuant to the Merger Agreement

Remarks:

On July 28, 2016, the Issuer became a wholly owned subsidiary of SciQuest Parent, LLC (f/k/a AKKR Green Parent, LLC) pursuant to the merger (the "Merger") effected in connection with that certain Agreement and Plan of Merger, dated May 30, 2016, by and among the Issuer, SciQuest Parent, LLC and AKKR Green Merger Sub, Inc. (the "Merger Agreement").

	/s/ Grant W. Collingsworth, attorney-in-fact for Jennifer G. Kaelin	07/29/2016
	** Signature of Reporting Person	Date
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