0000950138-21-000274.txt : 20210422 0000950138-21-000274.hdr.sgml : 20210422 20210422160739 ACCESSION NUMBER: 0000950138-21-000274 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210421 FILED AS OF DATE: 20210422 DATE AS OF CHANGE: 20210422 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KOVZAN STEPHEN M CENTRAL INDEX KEY: 0001180372 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26621 FILM NUMBER: 21844857 MAIL ADDRESS: STREET 1: 25501 WEST VALLEY PARKWAY STREET 2: SUITE 300 CITY: OLATHE STATE: KS ZIP: 66061 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NIC INC CENTRAL INDEX KEY: 0001065332 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 522077581 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 25501 W. VALLEY PARKWAY STREET 2: SUITE 300 CITY: OLATHE STATE: KS ZIP: 66061 BUSINESS PHONE: (913) 498-3468 MAIL ADDRESS: STREET 1: 25501 W. VALLEY PARKWAY STREET 2: SUITE 300 CITY: OLATHE STATE: KS ZIP: 66061 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL INFORMATION CONSORTIUM DATE OF NAME CHANGE: 19990618 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL INFORMATION CONSORTIUM INC DATE OF NAME CHANGE: 19990504 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2021-04-21 1 0001065332 NIC INC EGOV 0001180372 KOVZAN STEPHEN M C/O NIC INC. 25501 WEST VALLEY PARKWAY, SUITE 300 OLATHE KS 66061 0 1 0 0 Chief Financial Officer Common Stock 2021-04-21 4 D 0 143347 34 D 0 D Common Stock (Performance-based Restricted Stock) 2021-04-21 4 D 0 66610 34 D 0 D Common Stock (Time-based Restricted Stock) 2021-04-21 4 D 0 40678 D 0 D Pursuant to an Agreement and Plan of Merger, dated as of February 9, 2021 (the "Merger Agreement"), by and among NIC Inc., a Delaware corporation ( "Issuer"), Tyler Technologies, Inc., a Delaware corporation ("Parent") and Topos Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into Issuer, with Issuer continuing as the surviving corporation in the merger as a wholly-owned subsidiary of Parent. Pursuant to the Merger Agreement, at the effective time of the merger, these shares of Issuer common stock were cancelled and converted into the right to receive $34.00 in cash per share (the "Merger Consideration"). Pursuant to the Merger Agreement, each performance-based restricted stock award held by the Reporting Person automatically vested in full and was cancelled and converted into the right to receive, with respect to each share of Issuer common stock subject to such restricted stock award (as determined in accordance with the applicable award agreement), the Merger Consideration, less all applicable withholding and other authorized deductions. Performance-based restricted stock awards granted in 2021 vested at target level performance and performance-based Issuer restricted stock awards granted in 2019 and 2020 vested based on actual performance levels, as if the applicable performance period ended on December 31, 2020. As a result, the Reporting Person received Merger Consideration for 66,610 shares of Issuer common stock, rather than the 80,288 performance-based restricted stock awards originally granted. Pursuant to the Merger Agreement, at the effective time of the merger, each time-based restricted stock award held by the Reporting Person was converted into a Parent restricted stock award on the same terms and conditions (including those relating to accelerated vesting upon a termination of employment in connection with or following the effective time of the merger) as applicable to such assumed restricted stock award immediately prior to the effective time of the merger, as converted into a number of shares of Parent common stock of equivalent value at the effective time of the merger. /s/ Josh Johnson, Attorney-in-Fact for Stephen M. Kovzan 2021-04-22