0001104659-19-053453.txt : 20191008 0001104659-19-053453.hdr.sgml : 20191008 20191008204256 ACCESSION NUMBER: 0001104659-19-053453 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191008 FILED AS OF DATE: 20191008 DATE AS OF CHANGE: 20191008 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pegueros Vanessa CENTRAL INDEX KEY: 0001765069 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38478 FILM NUMBER: 191143604 MAIL ADDRESS: STREET 1: C/O CARBON BLACK, INC. STREET 2: 1100 WINTER STREET CITY: WALTHAM STATE: MA ZIP: 02451 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Carbon Black, Inc. CENTRAL INDEX KEY: 0001366527 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 550810166 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1100 WINTER ST. CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 617-393-7400 MAIL ADDRESS: STREET 1: 1100 WINTER ST. CITY: WALTHAM STATE: MA ZIP: 02451 FORMER COMPANY: FORMER CONFORMED NAME: BIT9, INC. DATE OF NAME CHANGE: 20110407 FORMER COMPANY: FORMER CONFORMED NAME: BIT9 INC DATE OF NAME CHANGE: 20060619 4 1 a4.xml 4 X0306 4 2019-10-08 1 0001366527 Carbon Black, Inc. CBLK 0001765069 Pegueros Vanessa C/O CARBON BLACK, INC. 1100 WINTER STREET WALTHAM MA 02451 1 0 0 0 Common Stock 2019-10-08 4 D 0 18975 D 0 D This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 22, 2019, by and among Carbon Black, Inc. (the "Company"), VMWare, Inc., ("Parent"), and Calistoga Merger Corp. ("Merger Sub"), pursuant to which the Company became a direct wholly owned subsidiary of Parent (the "Merger") on October 8, 2019 (the "Effective Time"). At the Effective Time, all of the issued and outstanding shares of the Company's common stock, par value $0.001 per share (the "Shares") were cancelled and converted into a right to receive $26.00 in cash (the "Merger Consideration") without interest and subject to applicable withholding taxes. Consists of unvested restricted stock units ("RSUs"). Each unvested Company RSU held by a Continuing Employee (i.e., an employee of the Company or any of its subsidiaries who remains an employee of VMware or its subsidiaries or who does not accept an offer of employment from VMware but has not been affirmatively terminated) and remained outstanding immediately prior to the Effective Time was substituted with a RSU covering Parent Common Stock (a "Parent RSU"). The number of shares of Class A Common Stock of Parent ("Parent Common Stock") subject to a Parent RSU was determined by multiplying the number of Shares subject to the Company RSU immediately prior to the Effective Time by the Option Exchange Ratio (as defined in the Merger Agreement) and rounding down to the nearest whole share of Parent Common Stock. Parent RSUs will continue to have, and be subject to, substantially the same material terms and conditions as were applicable to the Company RSUs as of immediately prior to the Effective Time. All Company RSUs not substituted as of the Effective Time were canceled at the Effective Time without payment of any consideration; provided, that any Company RSU that was vested, but not settled, as of the Effective Time was cancelled in exchange for payment to the holder of such Company RSU of an amount in cash equal to the Merger Consideration. By: /s/ Eric Pyenson, attorney-in-fact 2019-10-08