Statement of Changes in Beneficial Ownership (4)
March 31 2023 - 8:38AM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
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Pelzer Francis J. |
2. Issuer Name and Ticker or Trading Symbol
DUCK CREEK TECHNOLOGIES, INC.
[
DCT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O DUCK CREEK TECHNOLOGIES, INC., 22 BOSTON WHARF ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/30/2023 |
(Street)
BOSTON, MA 02210 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $0.01 per share | 3/30/2023 | | D(1) | | 127028 | D | (1) | 0 | D | |
Common Stock, par value $0.01 per share | 3/30/2023 | | D(2) | | 14380 | D | (2) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Option | $27.00 | 3/30/2023 | | D (3) | | | 30246 | (4) | 8/14/2030 | Common Stock, par value $0.01 per share | 30246 | (3) | 0 | D | |
Explanation of Responses: |
(1) | The shares were disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 8, 2023, by and among the Issuer, Disco Parent, LLC, a Delaware limited liability company, and Disco Merger Sub, Inc., a Delaware corporation, whereby, at the effective time of the merger contemplated therein (the "Effective Time"), all shares of Issuer common stock issued and outstanding immediately prior to the Effective time (other than certain excluded shares) were cancelled, extinguished and automatically converted into the right to receive $19.00 per share in cash, without interest. |
(2) | Reflects unvested awards of stock ("RSAs") held by the Reporting Person. Pursuant to the Merger Agreement, each unvested RSA that was outstanding immediately prior to the Effective Time was fully vested, cancelled and automatically converted into the right to receive an amount in cash equal to the product of (a) the aggregate number of shares subject to such unvested RSAs, multiplied by (b) $19.00, subject to any required withholding of taxes. |
(3) | Pursuant to the Merger Agreement, each option, whether vested or unvested, that was unexpired, unexercised, and outstanding as of immediately prior to the Effective Time was fully vested, cancelled and automatically converted into the right to receive an amount in cash equal to the product of (a) the aggregate number of shares subject to such option, multiplied by (b) the excess, if any, of $19.00 over the applicable per share exercise price under such option, subject to any required withholding of taxes. As the per share exercise price of each option exceeds $19.00, each option will be cancelled immediately upon the Effective Time without payment or consideration. |
(4) | These options were fully vested. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Pelzer Francis J. C/O DUCK CREEK TECHNOLOGIES, INC. 22 BOSTON WHARF ROAD BOSTON, MA 02210 | X |
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Signatures
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/s/ Christopher R. Stone as Attorney-in-Fact | | 3/31/2023 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | 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). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
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. |
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