0001627857-22-000108.txt : 20220816 0001627857-22-000108.hdr.sgml : 20220816 20220816180751 ACCESSION NUMBER: 0001627857-22-000108 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220816 FILED AS OF DATE: 20220816 DATE AS OF CHANGE: 20220816 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Schmitt Christopher CENTRAL INDEX KEY: 0001820482 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38297 FILM NUMBER: 221171530 MAIL ADDRESS: STREET 1: 11120 FOUR POINTS DRIVE STREET 2: SUITE 100 CITY: AUSTIN STATE: TX ZIP: 78726 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Sailpoint Technologies Holdings, Inc. CENTRAL INDEX KEY: 0001627857 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 471628077 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 11120 FOUR POINTS DRIVE STREET 2: SUITE 100 CITY: AUSTIN STATE: TX ZIP: 78726 BUSINESS PHONE: (512) 346-2000 MAIL ADDRESS: STREET 1: 11120 FOUR POINTS DRIVE STREET 2: SUITE 100 CITY: AUSTIN STATE: TX ZIP: 78726 4 1 wf-form4_166068765523792.xml FORM 4 X0306 4 2022-08-16 1 0001627857 Sailpoint Technologies Holdings, Inc. SAIL 0001820482 Schmitt Christopher C/O SAILPOINT TECHNOLOGIES HOLDINGS, INC 11120 FOUR POINTS DRIVE, SUITE 100 AUSTIN TX 78726 0 1 0 0 General Counsel and Secretary Common Stock 2022-08-16 4 D 0 59609 0 D 0 D Stock Option (right to buy) 3.17 2022-08-16 4 D 0 15384 0 D 2027-03-24 Common Stock 15384.0 0 D Stock Option (right to buy) 12.0 2022-08-16 4 D 0 12741 0 D 2027-11-16 Common Stock 12741.0 0 D Stock Option (right to buy) 29.92 2022-08-16 4 D 0 24623 0 D 2029-02-07 Common Stock 24623.0 0 D Stock Option (right to buy) 25.42 2022-08-16 4 D 0 25139 0 D 2030-02-05 Common Stock 25139.0 0 D Stock Option (right to buy) 60.78 2022-08-16 4 D 0 18119 0 D 2031-02-17 Common Stock 18119.0 0 D Stock Option (right to buy) 39.75 2022-08-16 4 D 0 29646 0 D 2032-02-10 Common Stock 29646.0 0 D Pursuant to the Agreement and Plan of Merger, dated April 10, 2022 (the Merger Agreement), by and among SailPoint Technologies Holdings, Inc. (Issuer), SailPoint Intermediate Holdings III, LP (f/k/a Project Hotel California Holdings, LP) (Parent) and Project Hotel California Merger Sub, Inc. (Merger Sub), on August 16, 2022, Merger Sub merged with and into Issuer, with Issuer surviving the merger as a wholly-owned subsidiary of Parent (such merger and the other transactions contemplated by the Merger Agreement, the Merger). At the effective time of the Merger, each then outstanding share of Issuer common stock was cancelled and extinguished and automatically converted into the right to receive an amount in cash equal to $65.25, without interest thereon and less any applicable withholding taxes. Includes restricted stock units (RSUs). At the Effective Time, each RSU award that was vested and outstanding immediately prior to the Effective Time (Vested RSU) was automatically cancelled and converted into the right to receive an amount in cash, without interest, equal to $65.25 multiplied by the total number of shares of such Vested RSU, subject to any required withholding of taxes. Each RSU that was outstanding immediately prior to the Effective Time and not a Vested RSU (Unvested RSU) was automatically converted into the contingent right to receive an amount in cash, without interest, equal to $65.25 multiplied by the total number of shares underlying such RSU, in each case subject to the same terms and conditions that applied to the Unvested RSU as in effect immediately prior to the Effective Time. Each option to purchase shares of Issuer common stock (Option) that was vested and outstanding immediately prior to the Effective Time (Vested Option) was automatically cancelled and converted into the right to receive an amount in cash, without interest, equal to (x) the difference between $65.25 and the per share exercise price of such Vested Option, multiplied by (y) the total number of shares underlying such Vested Option, subject to any required withholding of taxes. Each Option that was outstanding but unvested immediately prior to the Effective Time (Unvested Option) was automatically converted into the contingent right to receive an amount in cash, without interest, equal to (x) the difference between $65.25 and the per share exercise price of such Unvested Option multiplied by (y) the total number of shares underlying such Unvested Option, in each case subject to the same terms and conditions that applied to the Unvested Option immediately prior to the Effective Time. This Option was granted on March 24, 2017. As to 35,000 shares, 25% vested on March 13, 2018 and the remaining 75% vested in equal installments on a monthly basis over the 36-month period following March 13, 2018. As to the other 35,000 shares, (i) 7,280 vested on January 15, 2018; (ii) 26,250 vested in equal installments on each of January 15, 2019, January 15, 2020, and January 15, 2021; and (iii) 1,470 vested on April 15, 2021. This Option was granted on November 16, 2017. 25% vested on the first anniversary of the date of grant and then 1/48th vested each month thereafter, such that 100% of the award had vested on the fourth anniversary of the date of grant. This Option was granted on February 7, 2019. 25% vested on the first anniversary of the date of grant and then 1/48th vests each month thereafter, such that 100% of the award will be vested on the fourth anniversary of the date of grant. This Option was granted on February 5, 2020. 25% vested on the first anniversary of the date of grant and then 1/48th vests each month thereafter, such that 100% of the award will be vested on the fourth anniversary of the date of grant. This Option was granted on February 17, 2021. 25% vested on the first anniversary of the date of grant and then 1/48th vests each month thereafter, such that 100% of the award will be vested on the fourth anniversary of the date of grant. This Option was granted on February 10, 2022. 25% vests on the first anniversary of the date of grant and then 1/48th vests each month thereafter, such that 100% of the award will be vested on the fourth anniversary of the date of grant. /s/ Ryan Clyde, attorney-in-fact 2022-08-16