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*
FOLGER ANTHONY

(Last) (First) (Middle)
C/O CARBONITE, INC.
TWO AVENUE DE LAFAYETTE

(Street)
BOSTON MA 02111

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Carbonite Inc [ CARB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
12/24/2019
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)
Code V Amount (A) or (D) Price
Common Stock 12/02/2019 G V 7,478 D $0 254,767 D
Common Stock 12/02/2019 G V 7,478 A $0 7,478 I By Trust(1)
Common Stock 12/24/2019 U(2) 106,433 D (2) 148,334 D
Common Stock 12/24/2019 D(3) 7,478 D (3) 0 I By Trust(1)
Common Stock 12/24/2019 D(3) 148,334 D (4) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option $9.62 12/24/2019 D 125,000 (5) 01/31/2023 Common Stock 125,000 (6) 0 D
Stock Option (Right to Buy) $10.17 12/24/2019 D 50,000 (7) 02/25/2024 Common Stock 50,000 (6) 0 D
Stock Option $14.89 12/24/2019 D 25,000 (8) 02/12/2025 Common Stock 25,000 (6) 0 D
Explanation of Responses:
1. These shares are owned by the Anthony & Lisa Folger Charitable Fund. The reporting person is trustee of the trust. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.
2. On November 10, 2019, Carbonite, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Open Text Corporation ("OpenText") and Coral Merger Sub Inc., a wholly owned subsidiary of OpenText ("Purchaser"). On December 24, 2019, Purchaser merged with and into the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Company being the surviving corporation and becoming a wholly-owned subsidiary of OpenText. Pursuant to the terms of the Merger Agreement, each share of Company common stock held by the Reporting Person and not subject to contractual restrictions was validly tendered for $23.00 per share in cash, without interest and net of any required withholding of taxes.
3. Pursuant to the terms of the Merger Agreement, each share of Company common stock was converted into the right to receive an amount in cash equal to $23.00, without interest and net of any required withholding of taxes.
4. Represents restricted stock units and performance-based restricted stock units (a "Company RSU and PRSU") held by the Reporting Person, whether or not vested. Pursuant to the terms of the Merger Agreement, each Company RSU and PRSU held by the Reporting Person was converted into the right to receive an amount in cash equal to the product of (i) $23.00 and (ii) the number of shares of Company common stock subject to such Company RSU and PRSU.
5. This option became exercisable as to 25% of the underying shares of common stock on January 2, 2014 and as to the remaining 75% of the underlying shares of common stock in 12 equal quarterly installments thereafter.
6. Pursuant to the terms of the Merger Agreement, each option to purchase shares of Company common stock, whether or not vested and which have a per share exercise price that is less than $23.00 (each, an "In the Money Option") held by the Reporting Person was cancelled and converted into the right to a cash payment equal to (i) the excess, if any, of (A) $23.00 over (B) the exercise price payable per share of Company common stock under such In the Money Option, multiplied by (ii) the total number of shares of Company common stock subject to such In the Money Option.
7. This option became exercisable in 16 equal quarterly installments beginning on May 25, 2014.
8. This option became exercisable in 16 equal quarterly installments beginning on May 12, 2015.
Remarks:
/s/ Anthony Folger 12/26/2019
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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