0000899243-21-022614.txt : 20210608 0000899243-21-022614.hdr.sgml : 20210608 20210608192221 ACCESSION NUMBER: 0000899243-21-022614 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210604 FILED AS OF DATE: 20210608 DATE AS OF CHANGE: 20210608 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Martell Frank CENTRAL INDEX KEY: 0001387655 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13585 FILM NUMBER: 211003548 MAIL ADDRESS: STREET 1: 10 GASTON FARMS ROAD CITY: GREENWICH STATE: CT ZIP: 06831 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CORELOGIC, INC. CENTRAL INDEX KEY: 0000036047 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 951068610 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 40 PACIFICA STREET 2: SUITE 900 CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: (949) 214-1000 MAIL ADDRESS: STREET 1: 40 PACIFICA STREET 2: SUITE 900 CITY: IRVINE STATE: CA ZIP: 92618 FORMER COMPANY: FORMER CONFORMED NAME: FIRST AMERICAN CORP DATE OF NAME CHANGE: 20020628 FORMER COMPANY: FORMER CONFORMED NAME: FIRST AMERICAN FINANCIAL CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FIRST AMERICAN TITLE INSURANCE & TRUST C DATE OF NAME CHANGE: 19690515 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-06-04 1 0000036047 CORELOGIC, INC. CLGX 0001387655 Martell Frank CORELOGIC, INC. 40 PACIFICA, SUITE 900 IRVINE CA 92618 0 1 0 0 President/CEO Common Stock 2021-06-04 4 D 0 578766.982 80.00 D 0 D Employee Stock Option (Right to Buy) 25.95 2021-06-04 4 D 0 33318 54.05 D 2023-02-26 Common Stock 33318 0 D Employee Stock Option (Right to Buy) 32.49 2021-06-04 4 D 0 20313 47.51 D 2024-03-02 Common Stock 20313 0 D Includes (i) 325.182 shares acquired under the CoreLogic, ("CoreLogic") employee stock purchase plan on March 31, 2021, (ii) 49,501.038 restricted stock units of CoreLogic subject to time-based vesting ("RSUs"), and (iii) 202,590.105 performance-based restricted stock units of CoreLogic subject to both time-based and performance-based vesting ("PSUs"). Each RSU and PSU is settled by the delivery of the underlying shares of CoreLogic common stock. On June 4, 2021, pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated February 4, 2021, by and among CoreLogic, Celestial-Saturn Parent Inc., a Delaware corporation ("Parent"), and Celestial-Saturn Acquisition Sub Inc., a Delaware corporation ("Acquisition Sub"), Acquisition Sub merged with and into CoreLogic, with CoreLogic surviving as a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement and by virtue of the Merger, in which each issued and outstanding share of CoreLogic common stock, par value $0.00001 per share, was converted into the right to receive $80 in cash, without interest (the "Merger Consideration"): (i) each option that was outstanding immediately prior to the effective time of the Merger automatically vested (if unvested) and was cancelled and converted into the right to receive an amount in cash, without interest, (continued from footnote 2) equal to the product of (A) the excess, if any, of (x) the Merger Consideration over (y) the per-share exercise price for such option multiplied by (B) the total number of shares of CoreLogic common stock underlying such option; (ii) each RSU that was outstanding immediately prior to the effective time of the Merger automatically vested (if unvested) and was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (A) the total number of shares of CoreLogic common stock underlying such RSU (including any shares of CoreLogic common stock in respect of dividend equivalent units credited thereon) (or, for RSUs granted in 2021, a prorated number of shares of CoreLogic common stock based on the period elapsed prior to the effective time of the Merger) multiplied by (B) the Merger Consideration; and (iii) each PSU that was outstanding immediately prior to the effective time of the Merger automatically vested (continued from footnote 3) (if unvested) and was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (A) the number of shares of CoreLogic common stock underlying such PSU (including any shares of CoreLogic common stock in respect of dividend equivalent units credited thereon) with performance measured in accordance with the terms of the applicable governing documents, as determined by the board of directors of CoreLogic or a committee thereof after consultation with Parent prior to the effective time of the Merger (or, for PSUs granted in 2021, a prorated number of shares of CoreLogic common stock based on the period elapsed prior to the effective time of the Merger and measured at the target level of performance) multiplied by (B) the Merger Consideration. The option became exercisable in three equal annual installments beginning February 27, 2014. The option became exercisable in three equal annual installments beginning March 3, 2015. /s/ Jan S. Morris, attorney-in-fact 2021-06-08