0001340127-19-000196.txt : 20191226
0001340127-19-000196.hdr.sgml : 20191226
20191226063416
ACCESSION NUMBER: 0001340127-19-000196
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20191224
FILED AS OF DATE: 20191226
DATE AS OF CHANGE: 20191226
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KRASNOW TODD
CENTRAL INDEX KEY: 0001526378
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35264
FILM NUMBER: 191308224
MAIL ADDRESS:
STREET 1: C/O CARBONITE, INC.
STREET 2: 177 HUNTINGTON AVENUE
CITY: BOSTON
STATE: MA
ZIP: 02115
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Carbonite Inc
CENTRAL INDEX KEY: 0001340127
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374]
IRS NUMBER: 331111329
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: TWO AVENUE DE LAFAYETTE
CITY: BOSTON
STATE: MA
ZIP: 02111
BUSINESS PHONE: 6175871140
MAIL ADDRESS:
STREET 1: TWO AVENUE DE LAFAYETTE
CITY: BOSTON
STATE: MA
ZIP: 02111
4
1
wf-form4_157736003584582.xml
FORM 4
X0306
4
2019-12-24
1
0001340127
Carbonite Inc
CARB
0001526378
KRASNOW TODD
C/O CARBONITE, INC.
TWO AVENUE DE LAFAYETTE
BOSTON
MA
02111
1
0
0
0
Common Stock
2019-11-27
5
G
0
E
31719
0
D
197111
D
Common Stock
2019-11-27
5
G
0
E
31719
0
A
41719
I
By Trust
Common Stock
2019-11-27
5
G
0
E
5000
0
D
192111
D
Common Stock
2019-12-09
5
G
0
E
45207
0
D
146904
D
Common Stock
2019-12-09
5
G
0
E
45207
0
A
45207
I
By Trust
Common Stock
2019-12-24
4
D
0
41719
D
0
I
By Trust
Common Stock
2019-12-24
4
D
0
45207
D
0
I
By Trust
Common Stock
2019-12-24
4
D
0
30000
D
0
I
By Trust
Common Stock
2019-12-24
4
D
0
23000
D
0
I
By Trust
Common Stock
2019-12-24
4
D
0
15000
D
0
I
By Trust
Common Stock
2019-12-24
4
D
0
15000
D
0
I
By Trust
Common Stock
2019-12-24
4
D
0
15000
D
0
I
By Trust
Common Stock
2019-12-24
4
D
0
207404
D
0
D
Stock Option (Right to Buy)
10.0
2019-12-24
4
D
0
17500
D
2021-07-12
Common Stock
17500.0
0
D
Stock Option (Right to Buy)
8.29
2019-12-24
4
D
0
7500
D
2022-06-18
Common Stock
7500.0
0
D
Stock Option (Right to Buy)
10.32
2019-12-24
4
D
0
7500
D
2023-05-01
Common Stock
7500.0
0
D
Stock Option (Right to Buy)
15.2
2019-12-24
4
D
0
10000
D
2023-10-29
Common Stock
10000.0
0
D
Stock Option (Right to Buy)
10.89
2019-12-24
4
D
0
9000
D
2024-06-02
Common Stock
9000.0
0
D
Stock Option (Right to Buy)
11.14
2019-12-24
4
D
0
9000
D
2025-06-01
Common Stock
9000.0
0
D
These shares are owned by the Hobart Road Charitable Remainder Trust. 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.
These shares are owned by the Krasnow Family Charitable Trust. The reporting person is trustee of the trust. The reporting person disclaims beneficial ownership of these securities, 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.
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 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.
These shares are owned by the Todd and Deborah Krasnow Charitable Trust. The reporting person is trustee of the trust. The reporting person disclaims beneficial ownership of these securities, 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.
These shares are owned by the Todd and Deborah Krasnow Charitable Remainder Trust. 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.
These shares are owned by the Eric J. Krasnow Trust for the benefit of the reporting person's son. The reporting person disclaims beneficial ownership of these securities, 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.
These shares are owned by the Rachel L. Krasnow Trust for the benefit of the reporting person's daughter. The reporting person disclaims beneficial ownership of these securities, 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.
These shares are owned by the Charles S. Krasnow Trust for the benefit of the reporting person's son. The reporting person disclaims beneficial ownership of these securities, 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.
This option became exercisable in 12 equal quarterly installments beginning on October 12, 2021.
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.
This option became exercisable in 12 equal quarterly installments beginning on September 18, 2012.
This option became exercisable in 12 equal quarterly installments beginning on August 1, 2013.
This option became exercisable in 12 equal quarterly installments beginning on January 29, 2014.
This option became exercisable in 12 equal quarterly installments beginning on September 2, 2014.
This option became exercisable in one installment on June 1, 2016, subject to the Registrant's continuing service as a director.
/s/Anthony Folger, by power of attorney
2019-12-26