0000950138-21-000276.txt : 20210422
0000950138-21-000276.hdr.sgml : 20210422
20210422161116
ACCESSION NUMBER: 0000950138-21-000276
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: Holland Jayne
CENTRAL INDEX KEY: 0001607511
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-26621
FILM NUMBER: 21844913
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
0001607511
Holland Jayne
C/O NIC INC.
25501 WEST VALLEY PARKWAY, SUITE 300
OLATHE
KS
66061
0
1
0
0
Chief Security Officer
Common Stock
2021-04-21
4
D
0
95083
34
D
0
D
Common Stock (Performance-based Restricted Stock)
2021-04-21
4
D
0
49484
34
D
0
D
Common Stock (Time-based Restricted Stock)
2021-04-21
4
D
0
34000
D
0
D
Common Stock
2021-04-21
4
D
0
768
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 49,484 shares of Issuer common stock, rather than the 59,697 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.
The Reporting Person's accumulated payroll deduction was used to purchase shares of NIC Inc. common stock in accordance with the terms of the NIC Inc. Employee Stock Purchase Plan (the "NIC ESPP") on the earlier of the scheduled purchase date for such current ESPP offering period and immediately prior to the effective time and the NIC ESPP was terminated immediately prior to the effective time. 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 the Merger Consideration.
/s/ Josh Johnson, Attorney-in-Fact for Jayne Holland
2021-04-22