0001104659-19-053457.txt : 20191008 0001104659-19-053457.hdr.sgml : 20191008 20191008204426 ACCESSION NUMBER: 0001104659-19-053457 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: Fagnan Jeff CENTRAL INDEX KEY: 0001452366 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38478 FILM NUMBER: 191143608 MAIL ADDRESS: STREET 1: 46 WAREHAM STREET, FLOOR 3 CITY: BOSTON STATE: MA ZIP: 02118 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 0001452366 Fagnan Jeff C/O CARBON BLACK, INC. 1100 WINTER STREET WALTHAM MA 02451 1 0 0 0 Common Stock 2019-10-08 4 D 0 15382 D 0 D Common Stock 2019-10-08 4 D 0 9365231 D 0 I By Atlas Venture Fund VI, L.P. Common Stock 2019-10-08 4 D 0 286392 D 0 I By Atlas Venture Entrepreneurs' Fund VI, L.P. Common Stock 2019-10-08 4 D 0 171480 D 0 I By Atlas Venture Fund VI GmbH & Co. KG Common Stock 2019-10-08 4 D 0 181273 D 0 I By Atlas Venture Fund IX, L.P. Common Stock 2019-10-08 4 D 0 21079 D 0 I By Accom B9F Investors, LLC Common Stock 2019-10-08 4 D 0 174500 D 0 I By Accomplice CB Investors, LLC 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. A portion of this amount 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. The shares are held directly by Atlas Venture Fund VI, L.P. ("AVF VI"). Atlas Venture Associates VI, L.P. ("AVA VI LP") is the sole general partner of AVF VI. Atlas Venture Associates VI, Inc. ("AVA VI Inc.") is the sole general partner of AVA VI LP. Mr. Fagnan is a director of AVA VI Inc. and is an investor in a limited partner of AVF VI. Mr. Fagnan disclaims Section 16 beneficial ownership of all shares except to the extent of his pecuniary interest, if any, therein. This report shall not be deemed to be an admission that Mr. Fagnan is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. The shares are held directly by Atlas Venture Entrepreneurs' Fund VI, L.P. ("AVEF VI"). AVA VI LP is the sole general partner of AVEF VI. Mr. Fagnan disclaims Section 16 beneficial ownership of all shares except to the extent of his pecuniary interest, if any, therein. This report shall not be deemed to be an admission that Mr. Fagnan is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. The shares are held directly by Atlas Venture Fund VI GmbH & Co. KG ("AVFG VI"). AVA VI LP is the managing partner of AVFG VI. Mr. Fagnan disclaims Section 16 beneficial ownership of all shares except to the extent of his pecuniary interest, if any, therein. This report shall not be deemed to be an admission that Mr. Fagnan is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. The shares are held directly by Atlas Venture Fund IX, L.P. ("AVF IX"). Atlas Venture Associates IX, L.P. ("AVA IX LP") is the general partner of AVF IX. Atlas Venture Associates IX, LLC ("AVA IX LLC") is the general partner of AVA IX LP. Mr. Fagnan is a member of AVA IX LP. Mr. Fagnan disclaims Section 16 beneficial ownership of all shares except to the extent of his pecuniary interest, if any, therein. This report shall not be deemed to be an admission that Mr. Fagnan is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. The shares are held directly by Accom B9F Investors, LLC ("AB9F"). Mr. Fagnan is a member of AB9F. Mr. Fagnan disclaims Section 16 beneficial ownership of all shares except to the extent of his pecuniary interest, if any, therein. This report shall not be deemed to be an admission that Mr. Fagnan is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. The shares are held directly by Accomplice CB Investors, LLC ("ACBI"). Mr. Fagnan is a member of ACBI. Mr. Fagnan disclaims Section 16 beneficial ownership of all shares except to the extent of his pecuniary interest, if any, therein. This report shall not be deemed to be an admission that Mr. Fagnan is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. By: /s/ Eric Pyenson, attorney-in-fact 2019-10-08