11/18/2025 | Press release | Distributed by Public on 11/18/2025 16:08
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $20 | 11/18/2025 | D | 15,000 | (3) | 05/11/2030 | Class A Common Stock | 15,000 | (3) | 0 | D | ||||
| Stock Option (right to buy) | $8.7 | 11/18/2025 | D | 5,319 | (3) | 02/29/2028 | Class A Common Stock | 5,319 | (3) | 0 | D | ||||
| Stock Option (right to buy) | $10 | 11/18/2025 | D | 5,319 | (3) | 02/29/2028 | Class A Common Stock | 5,319 | (3) | 0 | D | ||||
| Stock Option (right to buy) | $10 | 11/18/2025 | D | 82,978 | (3) | 02/04/2026 | Class A Common Stock | 82,978 | (3) | 0 | D | ||||
| Stock Option (right to buy) | $8.7 | 11/18/2025 | D | 22,340 | (3) | 02/04/2026 | Class A Common Stock | 22,340 | (3) | 0 | D | ||||
| Stock Option (right to buy) | $8.7 | 11/18/2025 | D | 37,234 | (3) | 01/23/2027 | Class A Common Stock | 37,234 | (3) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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HELD GERALD 2100 SEAPORT BOULEVARD REDWOOD CITY, CA 94063 |
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| /s/ Bridget Logterman, Attorney-in-fact | 11/18/2025 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Pursuant to that certain Agreement and Plan of Merger, dated as of May 26, 2025 (the "Merger Agreement"), by and among the Issuer, Salesforce, Inc., a Delaware corporation ("Salesforce"), and Phoenix I Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Salesforce ("Merger Sub"), on November 18, 2025 (the "Effective Time"), the Issuer merged with and into Merger Sub (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Salesforce. At the Effective Time, each share of the Issuer's Class A Common Stock held by the Reporting Person was converted into the right to receive $25.00 in cash, without interest (the "Merger Consideration"). |
| (2) | Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding restricted stock unit ("RSU") held by the Reporting Person was cancelled and converted into the right to the Merger Consideration in respect of each share of Class A Common Stock subject to such RSU. |
| (3) | At the Effective Time, each option to purchase Class A Common that had a per share exercise price that is less than the Merger Consideration (an "In-the-Money Option") held by the Reporting Person that was outstanding and unexercised immediately before the Effective Time, whether or not vested, was cancelled and converted into the right to receive the Merger Consideration in respect of each share of Class A Common Stock covered by such In-the-Money Option, less a number of shares having a value equal to the total exercise price applicable to such option, without interest and less applicable tax withholdings. |