SEC FORM 4

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

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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^*

Flickman Michael

(Last)

(First)

(Middle)

C/O DILIGENT CORPORATION

1385 BROADWAY, 19TH FLOOR

(Street)

NEW YORK

10018

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Diligent Corp [ DIL.NZ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
04/14/2016

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/14/2016		M		200,000	A	$3.84	262,018	D
Common Stock	04/14/2016		D		382,018⁽¹⁾⁽²⁾⁽³⁾	D	$4.9	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$3.84	04/14/2016		D			136,667	⁽⁴⁾	06/18/2024	Common Stock	136,667	$1.06	0	D
Stock Option (right to buy)	$2.45	04/14/2016		D			200,000	03/06/2015	03/06/2022	Common Stock	200,000	$0	0	D

Explanation of Responses:

1. The Issuer was acquired (the "Merger") pursuant to that certain Agreement and Plan of Merger, dated as of February 12, 2016 (the "Merger Agreement"), by and among the Issuer, Diamond Parent Holdings, Corp., Diamond Merger Sub I, Corp. , and Diamond Merger Sub II, Corp. All shares of the Issuer's common stock, par value $0.001 per share ("Common Stock"), held by the Reporting Person were exchanged for US$4.90 in cash per share of Common Stock.

2. Includes 51,250 restricted stock units ("RSUs") that were cancelled in the Merger at the First Effective Time and converted into the right to receive an amount in cash equal to the product of (x) the number of Common Shares subject to such RSU immediately prior to the First Effective Time and (y) the merger consideration of $4.90 per Common Share.

3. Includes 120,000 performance-based restricted stock units ("PSUs") that were cancelled in the Merger at the First Effective Time and converted into the right to receive an amount in cash equal to the product of (x) the number of Common Shares subject to such PSU and (y) the merger consideration of $4.90 per Common Share.

4. These options were cancelled in the Merger at the First Effective Time in exchange for a cash payment of US$144,867.02 in the aggregate, representing the product of (x) the excess if any, of (A) $4.90 over (B) the per share exercise price of such option ($3.84 per share) and (y) the number of shares of Common Stock for which such option has not been previously exercised.

	/s/ Jack Van Arsdale, Attorney-in-fact	04/18/2016
	** 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).
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