0000899243-18-028256.txt : 20181105 0000899243-18-028256.hdr.sgml : 20181105 20181105202055 ACCESSION NUMBER: 0000899243-18-028256 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181105 FILED AS OF DATE: 20181105 DATE AS OF CHANGE: 20181105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pronsati Paul L. CENTRAL INDEX KEY: 0001624561 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09247 FILM NUMBER: 181161253 MAIL ADDRESS: STREET 1: 520 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CA, INC. CENTRAL INDEX KEY: 0000356028 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 132857434 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 520 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 1-800-225-5224 MAIL ADDRESS: STREET 1: 520 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: COMPUTER ASSOCIATES INTERNATIONAL INC DATE OF NAME CHANGE: 19920703 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-11-05 1 0000356028 CA, INC. CA 0001624561 Pronsati Paul L. 520 MADISON AVENUE NEW YORK NY 10022 0 1 0 0 EVP, Global Operations & IT Common Stock, $.10 par value 2018-11-05 4 D 0 41252 D 0 D Common Stock, $.10 par value 2018-11-05 4 D 0 2093 D 0 D Common Stock, $.10 par value 2018-11-05 4 D 0 4998 D 0 D Common Stock, $.10 par value 2018-11-05 4 D 0 6802 D 0 D Common Stock, $.10 par value 2018-11-05 4 D 0 1310.423 D 0 I See footnote Employee Stock Option (right to buy) 31.53 2018-11-05 4 D 0 14652 0.00 D 2026-05-15 Common Stock, $.10 par value 14652 0 D Employee Stock Option (right to buy) 31.69 2018-11-05 4 D 0 32989 0.00 D 2027-05-15 Common Stock, $.10 par value 32989 0 D Employee Stock Option (right to buy) 35.28 2018-11-05 4 D 0 42176 0.00 D 2028-05-15 Common Stock, $.10 par value 42176 0 D Disposed of pursuant to that certain Agreement and Plan of Merger between the Issuer, Broadcom Inc. ("Broadcom") and Collie Acquisition Corp., dated as of July 11, 2018 (the "Merger Agreement"), in exchange for a cash payment of $44.50 per share without interest thereon (the "Merger Consideration"). This restricted stock award ("RSA"), originally for 6,343 shares, of which 4,250 shares have vested, provided for vesting over three years as follows: 34% on May 15, 2017, 33% on May 15, 2018 and 33% on May 15, 2019. Pursuant to a letter agreement between the Issuer, Broadcom and the Reporting Person (the "Letter Agreement"), immediately prior to the effective time of the transactions contemplated by the Merger Agreement (the "Merger"), all unvested Issuer RSAs held by the Reporting Person were converted into the right to receive the Merger Consideration in respect of each share of Issuer common stock covered by such RSA, less applicable tax withholdings. This RSA, originally for 7,573 shares, of which 2,575 shares have vested, provided for vesting over three years as follows: 34% on May 15, 2018, 33% on May 15, 2019 and 33% on May 15, 2020. Pursuant to the Letter Agreement, immediately prior to the effective time of the Merger, all unvested Issuer RSAs held by the Reporting Person were converted into the right to receive the Merger Consideration in respect of each share of Issuer common stock covered by such RSA, less applicable tax withholdings. This RSA provided for vesting over three years as follows: 34% on May 15, 2019, 33% on May 15, 2020 and 33% on May 15, 2021. Pursuant to the Letter Agreement, immediately prior to the effective time of the Merger, all unvested Issuer RSAs held by the Reporting Person were converted into the right to receive the Merger Consideration in respect of each share of Issuer common stock covered by such RSA, less applicable tax withholdings. The shares are held in the CA Savings Harvest Plan, a 401(k) Plan. This option, originally for 44,402 shares, of which 29,750 shares have vested, provided for vesting over three years as follows: 34% on May 15, 2017, 33% on May 15, 2018 and 33% on May 15, 2019. Pursuant to the Letter Agreement, immediately prior to the effective time of Merger, all unvested options held by the Reporting Person were converted into the right to receive the Merger Consideration in respect of each share of Issuer common stock covered by such unvested option, less the aggregate exercise price corresponding to such Issuer option and less applicable tax withholdings. The fully vested option shares were cancelled pursuant to the Merger Agreement, in exchange for a cash payment equal to (x) the difference between the Merger Consideration and the per share exercise price of the option, multiplied by (y) the number of disposed option shares This option, originally for 49,984 shares, of which 16,995 shares have vested, provided for vesting over three years as follows: 34% on May 15, 2018, 33% on May 15, 2019 and 33% on May 15, 2020. Pursuant to the Letter Agreement, immediately prior to the effective time of Merger, all unvested options held by the Reporting Person were converted into the right to receive the Merger Consideration in respect of each share of Issuer common stock covered by such unvested option, less the aggregate exercise price corresponding to such Issuer option and less applicable tax withholdings. The fully vested option shares were cancelled pursuant to the Merger Agreement, in exchange for a cash payment equal to (x) the difference between the Merger Consideration and the per share exercise price of the option, multiplied by (y) the number of disposed option shares This option provided for vesting over three years as follows: 34% on May 15, 2019, 33% on May 15, 2020 and 33% on May 15, 2021. Pursuant to the Letter Agreement, immediately prior to the effective time of Merger, all unvested options held by the Reporting Person were converted into the right to receive the Merger Consideration in respect of each share of Issuer common stock covered by such unvested option, less the aggregate exercise price corresponding to such Issuer option and less applicable tax withholdings. /s/ Paul L. Pronsati by Kristen W. Prohl as Attorney-in-Fact 2018-11-05