0001723648-23-000105.txt : 20231226 0001723648-23-000105.hdr.sgml : 20231226 20231226163003 ACCESSION NUMBER: 0001723648-23-000105 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231222 FILED AS OF DATE: 20231226 DATE AS OF CHANGE: 20231226 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SIEGEL LAURENCE HILLARD CENTRAL INDEX KEY: 0001851027 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38825 FILM NUMBER: 231513652 MAIL ADDRESS: STREET 1: 655 MONTGOMERY STREET, SUITE 1000 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LiveVox Holdings, Inc. CENTRAL INDEX KEY: 0001723648 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] ORGANIZATION NAME: 06 Technology IRS NUMBER: 823447941 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 655 MONTGOMERY STREET STREET 2: SUITE 1000 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-671-6000 MAIL ADDRESS: STREET 1: 655 MONTGOMERY STREET STREET 2: SUITE 1000 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 FORMER COMPANY: FORMER CONFORMED NAME: Crescent Acquisition Corp DATE OF NAME CHANGE: 20181105 FORMER COMPANY: FORMER CONFORMED NAME: Crescent Funding Inc. DATE OF NAME CHANGE: 20171122 4 1 wk-form4_1703626191.xml FORM 4 X0508 4 2023-12-22 1 0001723648 LiveVox Holdings, Inc. LVOX 0001851027 SIEGEL LAURENCE HILLARD 655 MONTGOMERY STREET SUITE 1000 SAN FRANCISCO CA 94111 0 1 0 0 EVP, Customer Success 0 Class A Common Stock 2023-12-22 4 D 0 219998 3.74 D 402119 D Class A Common Stock 2023-12-22 4 D 0 395869 3.74 D 6250 D Class A Common Stock 2023-12-22 4 D 0 6250 3.74 D 0 D Pursuant to the Agreement and Plan of Merger (the Merger Agreement), dated October 3, 2023, by and among the LiveVox Holdings, Inc., a Delaware corporation (the Company), inContact, Inc., a Delaware corporation (Parent), Laser Bridge Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Subsidiary), and NICE Ltd., a company organized under the laws of the State of Israel (NICE), each share of Class A common stock, par value $0.0001, of the Company (the Company Common Stock) was automatically cancelled, extinguished and converted into the right to receive $3.74, without interest thereon and less any required withholding taxes. Pursuant to the Merger Agreement each award of time-based restricted stock units (each, an Unvested RSU) that was outstanding and unvested as of immediately prior to December 22, 2023 (the Effective Time) was cancelled and converted into an award under the NICE share incentive plan of time-vesting restricted stock units with respect to a number of American Depositary Shares of NICE, each representing one share of NICE (the NICE ADSs), equal to the product of (i) the number of shares of Company Common Stock subject to such Unvested RSU and (ii) the Equity Award Exchange Ratio (as defined below), rounded to the nearest whole share (each, a Converted NICE RSU). Each Converted NICE RSU will remain subject to the same terms and conditions (including vesting, acceleration and payment schedule) as applied to the corresponding Company RSU immediately prior to the Effective Time. (continued from Footnote 2.) For purposes of the Merger Agreement, the Equity Award Exchange Ratio is defined as the quotient obtained by dividing (i) $3.74 by (ii) the volume-weighted average closing price of NICE ADSs reported on the Nasdaq for the ten full trading days ending on (and including) the trading day immediately preceding the date on which the Effective Time occurs, rounded to the nearest ten-thousandth. Pursuant to the Merger Agreement each award of time-based restricted stock units of the Company (each, a Company RSU) that was (i) outstanding and vested as of immediately prior to December 22, 2023 (the Effective Time) or the vesting of which accelerated at the Effective Time, or (ii) outstanding as of immediately prior to the Effective Time and held by a non-employee director of the Company or held by a former service provider to the Company (whether vested or unvested), was, at the Effective Time, cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (x) the aggregate number of shares of Common Stock subject to such Company RSU as of immediately prior to the Effective Time and (y) $3.74. S. Gregory Clevenger, by Power of Attorney, for Laurence H. Siegel 2023-12-26