0001209191-19-041609.txt : 20190709 0001209191-19-041609.hdr.sgml : 20190709 20190709172940 ACCESSION NUMBER: 0001209191-19-041609 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190709 FILED AS OF DATE: 20190709 DATE AS OF CHANGE: 20190709 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GUPTA NARENDRA CENTRAL INDEX KEY: 0000900635 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33162 FILM NUMBER: 19947836 MAIL ADDRESS: STREET 1: 100 EAST DAVIE STREET CITY: RALEIGH STATE: NC ZIP: 27601 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: RED HAT INC CENTRAL INDEX KEY: 0001087423 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 061364380 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 BUSINESS ADDRESS: STREET 1: 100 EAST DAVIE STREET CITY: RALEIGH STATE: NC ZIP: 27601 BUSINESS PHONE: 9197543700 MAIL ADDRESS: STREET 1: 100 EAST DAVIE STREET CITY: RALEIGH STATE: NC ZIP: 27601 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-07-09 1 0001087423 RED HAT INC RHT 0000900635 GUPTA NARENDRA C/O RED HAT, INC. 100 EAST DAVIE STREET RALEIGH NC 27601 1 0 0 0 Common Stock 2019-07-09 4 D 0 7345 190.00 D 0 D Deferred Stock Unit 2019-07-09 4 D 0 5250 D Common Stock 5250 0 D Deferred Stock Unit 2019-07-09 4 D 0 7190 D Common Stock 7190 0 D Deferred Stock Unit 2019-07-09 4 D 0 5542 D Common Stock 5542 0 D Deferred Stock Unit 2019-07-09 4 D 0 4066 D Common Stock 4066 0 D Deferred Stock Unit 2019-07-09 4 D 0 3849 D Common Stock 3849 0 D Deferred Stock Unit 2019-07-09 4 D 0 5042 D Common Stock 5042 0 D Deferred Stock Unit 2019-07-09 4 D 0 4559 D Common Stock 4559 0 D Deferred Stock Unit 2019-07-09 4 D 0 3103 D Common Stock 3103 0 D Deferred Stock Unit 2019-07-09 4 D 0 3435 D Common Stock 3435 0 D Deferred Stock Unit 2019-07-09 4 D 0 2538 D Common Stock 2538 0 D Deferred Stock Unit 2019-07-09 4 D 0 1710 D Common Stock 1710 0 D Pursuant to the Agreement and Plan of Merger dated as of October 28, 2018, by and among International Business Machines Corporation ("IBM"), Socrates Acquisition Corp. and Red Hat, common shares of Red Hat were disposed of for cash consideration of $190.00 per share. Each deferred stock unit represents a right to receive one share of Red Hat common stock. All Deferred Stock Units (DSUs) were canceled pursuant to the merger agreement for cash consideration of $190.00 per unit. This DSU was granted on July 16, 2008 pursuant to Red Hat's Non-Employee Director Compensation Plan, in lieu of all or a portion of an annual grant of restricted stock, and vested on the first anniversary of the date of grant and would ordinarily have been settled in shares of Red Hat common stock upon termination of the Reporting Person's Board of Director service. This DSU was granted on July 16, 2009 pursuant to Red Hat's Non-Employee Director Compensation Plan, in lieu of all or a portion of an annual grant of restricted stock, and vested on the first anniversary of the date of grant and would ordinarily have been settled in shares of Red Hat common stock upon termination of the Reporting Person's Board of Director service. This DSU was granted on July 16, 2010 pursuant to Red Hat's Non-Employee Director Compensation Plan, in lieu of all or a portion of an annual grant of restricted stock, and vested on the first anniversary of the date of grant and would ordinarily have been settled in shares of Red Hat common stock upon termination of the Reporting Person's Board of Director service. This DSU was granted on July 18, 2011 pursuant to Red Hat's Non-Employee Director Compensation Plan, in lieu of all or a portion of an annual grant of restricted stock, and vested on the first anniversary of the date of grant and would ordinarily have been settled in shares of Red Hat common stock upon termination of the Reporting Person's Board of Director service. This DSU was granted on July 16, 2012 pursuant to Red Hat's Non-Employee Director Compensation Plan, in lieu of all or a portion of an annual grant of restricted stock, and vested on the first anniversary of the date of grant and would ordinarily have been settled in shares of Red Hat common stock upon termination of the Reporting Person's Board of Director service. This DSU was granted on July 16, 2013 pursuant to Red Hat's Non-Employee Director Compensation Plan, in lieu of all or a portion of an annual grant of restricted stock, and vested on the first anniversary of the date of grant and would ordinarily have been settled in shares of Red Hat common stock upon termination of the Reporting Person's Board of Director service. This DSU was granted on July 16, 2014 pursuant to Red Hat's Non-Employee Director Compensation Plan, in lieu of all or a portion of an annual grant of restricted stock, and vested on the first anniversary of the date of grant and would ordinarily have been settled in shares of Red Hat common stock upon termination of the Reporting Person's Board of Director service. This DSU was granted on July 16, 2015 pursuant to Red Hat's Non-Employee Director Compensation Plan, in lieu of all or a portion of an annual grant of restricted stock, and vested on the first anniversary of the date of grant and would ordinarily have been settled in shares of Red Hat common stock upon termination of the Reporting Person's Board of Director service. This DSU was granted on July 18, 2016 pursuant to Red Hat's Non-Employee Director Compensation Plan, in lieu of all or a portion of an annual grant of restricted stock, and vested on the first anniversary of the date of grant and would ordinarily have been settled in shares of Red Hat common stock upon termination of the Reporting Person's Board of Director service. This DSU was granted on July 17, 2017 pursuant to Red Hat's Non-Employee Director Compensation Plan, in lieu of all or a portion of an annual grant of restricted stock, and vested on the first anniversary of the date of grant and would ordinarily have been settled in shares of Red Hat common stock upon termination of the Reporting Person's Board of Director service. Ths DSU was granted on July 16, 2018 pursuant to Red Hat's Non-Employee Director Compensation Plan, in lieu of all or a portion of an annual grant of restricted stock, and would ordinarily have vested on the first anniversary of the date of grant and settled in shares of Red Hat common stock upon termination of the Reporting Person's Board of Director service. /s/Will Howard Atty in Fact UPOA 2019-07-09 EX-24.4_864566 2 poa.txt POA DOCUMENT POWER OF ATTORNEY The undersigned hereby constitutes and appoints each of Brandon Asbill, Kevin Smith, Jackie Dowling, Will Howard, Chelsea Smith and Amanda Newby signing singly, the undersigned's true and lawful attorney-in-fact to: 1. Execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Red Hat, Inc. (the "Company"), Forms 3, 4 and 5 pursuant to Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; 2. Do and perform all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute such Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such form or amendments with the United States Securities and Exchange Commission and any stock exchange or similar authority; and 3. Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 8 day of August, 2018. Signature: /s/ Narendra Gupta Printed Name: Narendra Gupta