0000899243-22-024320.txt : 20220627 0000899243-22-024320.hdr.sgml : 20220627 20220627213735 ACCESSION NUMBER: 0000899243-22-024320 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220623 FILED AS OF DATE: 20220627 DATE AS OF CHANGE: 20220627 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SEVERANCE WILLIAM CENTRAL INDEX KEY: 0001200680 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39637 FILM NUMBER: 221046377 MAIL ADDRESS: STREET 1: 44 E BROADWAY BLVD STREET 2: SUITE 350 CITY: TUCSON STATE: AZ ZIP: 85701 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DATTO HOLDING CORP. CENTRAL INDEX KEY: 0001724570 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 823345706 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 101 MERRITT 7 CITY: NORWALK STATE: CT ZIP: 06851 BUSINESS PHONE: (415) 439-1400 MAIL ADDRESS: STREET 1: 101 MERRITT 7 CITY: NORWALK STATE: CT ZIP: 06851 FORMER COMPANY: FORMER CONFORMED NAME: MERRITT TOPCO, INC. DATE OF NAME CHANGE: 20171206 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-06-23 1 0001724570 DATTO HOLDING CORP. MSP 0001200680 SEVERANCE WILLIAM 101 MERRITT 7 NORWALK CT 06851 0 1 0 0 CHIEF ACCOUNTING OFFICER Common Stock 2022-06-15 4 M 0 505 20.50 A 0 D Common Stock 2022-06-23 4 D 0 1456 35.50 D 0 D Common Stock 2022-06-23 4 D 0 18900 35.50 D 0 D Stock Options 12.78 2022-06-23 4 D 0 21875 22.72 D 2020-12-31 2029-12-31 Common Stock 21875 0 D Represents 505 shares acquired under the Issuer's 2021 Employee Stock Purchase Plan. Pursuant to the Agreement and Plan of Merger, dated April 11, 2022, by and among Knockout Parent Inc., Knockout Merger Sub Inc., the Issuer, and, for certain limited purposes set forth in the Merger Agreement, Kaseya Holdings Inc. and Kaseya Inc. (the "Merger Agreement"), each share of the Issuer's common stock ("Common Stock") was canceled and converted into the right to receive $35.50 per share in cash without interest, subject to required withholding taxes. Pursuant to the Merger Agreement, as of June 23, 2022 (the "Effective Time"), each restricted stock unit of the Issuer (an "RSU") that is unexpired, unexercised, outstanding and vested as of immediately prior to the Effective Time or that vested in accordance with its terms as a result of the consummation of the merger and other transactions contemplated by the Merger Agreement (a "Vested RSU") was canceled and converted into the right to receive an amount in cash equal to the product of (i) $35.50 and (ii) the total number of shares of Common Stock subject to such Vested RSUs as of immediately prior to the Effective Time. Pursuant to the Merger Agreement, RSUs that were outstanding as of immediately prior to the Effective Time that were not Vested RSUs ("Unvested RSUs") were, at the Effective Time, canceled and converted into the right to receive an amount in cash equal to the product of (i) $35.50 and (ii) the total number of shares of Common Stock subject to such Unvested RSUs (the "Cash Replacement RSU Amounts"), which Cash Replacement RSU Amounts will be paid at the same time that the Unvested RSUs would have vested pursuant to their terms. Consists of RSUs, of which 25% will vest on June 30, 2022, and an additional 6.25% will vest quarterly thereafter so long as the Reporting Person continues to be employed as of each respective vesting date. At the Effective Time, the 18,900 Unvested RSUs were canceled and converted into the right to receive a cash payment which represents $35.50 for each outstanding Unvested RSU, which will vest and be payable at the same time as the Unvested RSUs for which such cash amount was exchanged. Pursuant to the Merger Agreement, each option to purchase Issuer common stock (an "Option") that was unexpired, unexercised, outstanding and vested as of immediately prior to June 23, 2022 (the "Effective Time") or that vested in accordance with its terms as a result of the consummation of the Merger and the other transactions contemplated by the Merger Agreement (a "Vested Option"), was, at the Effective Time, canceled and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of Common Stock subject to such Vested Option as of immediately prior to the Effective Time and (ii) the excess, if any, of $35.50 over the per share exercise price of such Vested Option. At the Effective Time, the 21,875 Options were canceled in exchange for a cash payment representing the difference between $35.50 and the exercise price of the option per share. /s/ Adam Collicelli, by Power of Attorney 2022-06-27