0000899243-21-017982.txt : 20210503 0000899243-21-017982.hdr.sgml : 20210503 20210503220005 ACCESSION NUMBER: 0000899243-21-017982 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210429 FILED AS OF DATE: 20210503 DATE AS OF CHANGE: 20210503 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Akhavan Chris CENTRAL INDEX KEY: 0001575630 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33368 FILM NUMBER: 21885730 MAIL ADDRESS: STREET 1: C/O GLU MOBILE INC. STREET 2: 45 FREMONT STREET, SUITE 2800 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GLU MOBILE INC CENTRAL INDEX KEY: 0001366246 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 875 HOWARD STREET, SUITE 100 CITY: SAN FRANCISCO STATE: CA ZIP: 94103 BUSINESS PHONE: 415-800-6100 MAIL ADDRESS: STREET 1: 875 HOWARD STREET, SUITE 100 CITY: SAN FRANCISCO STATE: CA ZIP: 94103 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-04-29 1 0001366246 GLU MOBILE INC GLUU 0001575630 Akhavan Chris C/O GLU MOBILE INC. 875 HOWARD STREET, SUITE 100 SAN FRANCISCO CA 94103 0 1 0 0 SVP Bus.Dev., Corp.Dev.&Adver. Common Stock 2021-04-29 4 D 0 91182 D 0 D Restricted Stock Units 0.00 2021-04-29 4 D 0 57518 D Common Stock 57518 0 D Restricted Stock Units 0.00 2021-04-29 4 D 0 37430 D Common Stock 37430 0 D Stock Option (right to buy) 4.09 2021-04-29 4 D 0 90000 D 2025-10-13 Common Stock 90000 0 D Stock Option (right to buy) 2.13 2021-04-29 4 D 0 84375 D 2026-10-11 Common Stock 84375 0 D Stock Option (right to buy) 3.59 2021-04-29 4 D 0 159157 D 2027-10-10 Common Stock 159157 0 D Stock Option (right to buy) 6.42 2021-04-29 4 D 0 70000 D 2028-10-25 Common Stock 70000 0 D Performance Stock Units 0.00 2021-04-29 4 D 0 81202 D 2029-12-17 Common Stock 54134 0 D Performance Stock Units 0.00 2021-04-29 4 D 0 56145 D 2030-11-23 Common Stock 37430 0 D Performance Stock Options 3.59 2021-04-29 4 D 0 104979 D 2027-10-10 Common Stock 104979 0 D Performance Stock Options 3.59 2021-04-29 4 D 0 124867 D 2027-10-10 Common Stock 124867 0 D Performance Stock Options 3.59 2021-04-29 4 D 0 160643 D 2027-10-10 Common Stock 160643 0 D Performance Stock Options 6.42 2021-04-29 4 D 0 52666 D 2028-10-25 Common Stock 52666 0 D Performance Stock Options 6.42 2021-04-29 4 D 0 52668 D 2028-10-25 Common Stock 52668 0 D On February 8, 2021, the Issuer entered into the Agreement and Plan of Merger (the "Merger Agreement"), with Electronic Arts Inc. ("Electronic Arts"), a Delaware corporation, and Giants Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Electronic Arts, and the Issuer. Upon the closing (the "Closing") of the transactions (the "Merger") contemplated by the Merger Agreement on April 29, 2021, each share of the Issuer's common stock (a "Share") was cancelled and converted into the right to receive an amount in cash, without interest, equal to $12.50 (the "Per Share Merger Consideration"). Each restricted stock unit ("RSU") represents a contingent right to receive 1 Share upon settlement for no consideration. 225% of the total number of Shares subject to the RSU vested on December 17, 2020, 4.166% vested on February 15, 2021, an additional 6.25% of the underlying Shares will vest in each of the following 11 quarters on the same day of each third month (e.g., the first such quarterly vesting date will be May 15, 2021, the next quarterly vesting date will be August 15, 2021, etc.), with the final 2.0833% of the underlying Shares vesting on February 15, 2024; provided, however, that if any portion of the RSU vests on a date that is a non-trading day on The Nasdaq Stock Market, then the RSU will vest on the next trading day. Pursuant to the Merger Agreement, the unvested RSUs held by a continuing employee were assumed by Electronic Arts and converted automatically into a corresponding RSU of Electronic Arts and subject to terms and conditions substantially identical to those in effect at the Effective Time (as defined in the Merger Agreement), including all vesting and applicable vesting acceleration provisions, except that the number of shares of common stock of Electronic Arts that will be subject to each such unvested Issuer RSU shall be determined by multiplying the number of Shares subject to such unvested Issuer RSU by the Exchange Ratio (as defined in the Merger Agreement). The RSU vests as to 25% of the total number of Shares subject to the RSU on November 23, 2021 (the "RSU First Vesting Date"), with the remaining 75% of the underlying Shares vesting in equal quarterly installments over the next three years following the RSU First Vesting Date on the same day of each third month (e.g., the first quarterly vesting date is February 15, 2022, the next quarterly vesting date is May 15, 2022, etc.); provided, however, that if any portion of the RSU vests on a date that is a non-trading day on The Nasdaq Stock Market, then the RSU will vest on the next trading day. The option is fully vested and exercisable. Pursuant to the Merger Agreement, to the extent vested, the option automatically converted into the right to receive an amount in cash equal to the product of (x) the aggregate number of Shares subject to such option multiplied by (y) the excess of the Per Share Merger Consideration over the applicable per share exercise price of such option, without interest and subject to any required withholding of taxes. To the extent unvested, the option was assumed by Electronic Arts and converted automatically by multiplying the number of shares subject to the option by the Exchange Ratio, rounded down to the nearest whole share, and the applicable per share exercise price of the option being divided by the Exchange Ratio, rounded up to the nearest whole cent, resulting in a corresponding option denominated in shares of common stock of Electronic Arts and subject to terms and conditions substantially identical to those in effect at the Effective Time. 25% of the option vested on October 10, 2018, 25% vested on October 10, 2019, 25% vested on October 10, 2020, and the remaining shares vest and become exercisable in equal monthly installments thereafter for a period of one year. 25% of the option vested on October 25, 2019, 25% vested on October 25, 2020, and the remaining shares vest and become exercisable in equal monthly installments thereafter for a period of two years. Each performance stock unit ("PSU") represents a contingent right to receive 1 Share upon settlement for no consideration. Pursuant to the Merger Agreement, the PSUs, for which the performance period has not been completed as of the Effective Time, were deemed achieved at "target" and converted to an RSU with a time-based vesting schedule that corresponds to each performance period. To the extent vested, the PSUs were cancelled and automatically converted into the right to receive an amount in cash equal to the product of the aggregate number of Shares subject to such PSU multiplied by the Per Share Merger Consideration, without interest and subject to any required withholding of taxes. To the extent unvested, the PSUs were assumed by Electronic Arts and converted automatically into a corresponding RSU of Electronic Arts and subject to terms and conditions substantially identical to those in effect at the Effective Time, including all vesting and applicable vesting acceleration provisions, (Continued from footnote 11) except that (i) the number of shares of common stock of Electronic Arts that will be subject to each such unvested RSU shall be determined by multiplying the number of Shares subject to such unvested PSU by the Exchange Ratio and (ii) as noted in the first sentence of this footnote, any performance period that has not been completed as of the Effective Time, was deemed achieved at "target." Pursuant to the Merger Agreement, the performance stock options ("PSO"), for which the performance period has not been completed as of the Effective Time, were deemed achieved at "target" and converted to a stock option with a time-based vesting schedule that corresponds to each performance period. The vested PSOs as of the Effective Time were cancelled and automatically converted into the right to receive an amount in cash equal to the product of (x) the aggregate number of Shares subject to such vested option (as converted as described in the preceding sentence) multiplied by (y) the excess, if any, of the Per Share Merger Consideration over the applicable per share exercise price of such vested Glu Option, without interest and subject to any required withholding of Taxes. (Continued from Footnote 12) To the extent unvested, the PSUs held by a continuing employee were assumed by Electronic Arts and converted automatically into a corresponding restricted stock unit of Electronic Arts and subject to terms and conditions substantially identical to those in effect at the Effective Time, including all vesting and applicable vesting acceleration provisions, except that the number of shares of common stock of Electronic Arts that will be subject to each such unvested Glu RSU shall be determined by multiplying the number of Shares subject to such unvested Glu PSU by the Exchange Ratio. Pursuant to the Merger Agreement, the performance stock options ("PSO"), for which the performance period has not been completed as of the Effective Time, were deemed achieved at "target" and converted to a time-based vesting schedule that corresponds to each performance period. The vested PSOs as of the Effective Time will be cancelled and automatically converted into the right to receive an amount in cash equal to the product of (x) the aggregate number of Shares subject to such vested Glu Option multiplied by (y) the excess, if any, of the Per Share Merger Consideration over the applicable per share exercise price of such vested Glu Option, without interest and subject to any required withholding of Taxes. (Continued from Footnote 14) Pursuant to the Merger Agreement, the unvested performance stock options ("PSO"), as of the Effective Time for which the performance period has not been completed as of the Effective Time will, as of immediately prior to the Effective Time, be deemed achieved at "target" and be converted to a time-based vesting schedule that corresponds to each performance period. /s/ Chris Akhavan by Scott Leichtner, attorney-in-fact 2021-05-03