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