Statement of Changes in Beneficial Ownership (4)
April 04 2022 - 5:38PM
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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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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DANI RAJ M. |
2. Issuer Name and Ticker or Trading Symbol
Ping Identity Holding Corp.
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PING
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer |
(Last)
(First)
(Middle)
C/O PING IDENTITY HOLDING CORP. 1001, 17TH STREET, SUITE 100 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/31/2022 |
(Street)
DENVER, CO 80202
(City)
(State)
(Zip)
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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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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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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 |
Options (Right to Buy) | $7.85 | 3/31/2022 (1) | | A | | 124667 | | 3/31/2022 | 9/13/2026 | Common Stock, $0.001 par value | 124667 | $0 | 124667 | D | |
Options (Right to Buy) | $8.48 | 3/31/2022 (2) | | A | | 14167 | | 3/31/2022 | 9/25/2027 | Common Stock, $0.001 par value | 14167 | $0 | 14167 | D | |
Options (Right to Buy) | $11.79 | 3/31/2022 (3) | | A | | 31167 | | 3/31/2022 | 9/18/2028 | Common Stock, $0.001 par value | 31167 | $0 | 31167 | D | |
Explanation of Responses: |
(1) | On September 13, 2016, the reporting person was granted an option to purchase 124,667 shares of common stock. The options were initially to vest and become exercisable following the receipt by affiliates of Vista Equity Partners, LLC ("Vista") of a specified level of realized cash return on their investment. In January 2022, the compensation committee of the board of directors of Ping Identity Holding Corp. ("Issuer") determined that Vista had nearly realized the specified level of returns and decided to accelerate all options granted to named executive officers prior to the Issuer's initialpublic offering. All options under this grant vested as of March 31, 2022. |
(2) | On September 25, 2017, the reporting person was granted an option to purchase 14,167 shares of common stock. The options were initially to vest and become exercisable following the receipt by affiliates of Vista Equity Partners, LLC ("Vista") of a specified level of realized cash return on their investment. In January 2022, the compensation committee of the board of directors of Ping Identity Holding Corp. ("Issuer") determined that Vista had nearly realized the specified level of returns and decided to accelerate all options granted to named executive officers prior to the Issuer's initial public offering. All options under this grant vested as of March 31, 2022. |
(3) | On September 18, 2018, the reporting person was granted an option to purchase 31,167 shares of common stock. The options were initially to vest and become exercisable following the receipt by affiliates of Vista Equity Partners, LLC ("Vista") of a specified level of realized cash return on their investment. In January 2022, the compensation committee of the board of directors of Ping Identity Holding Corp. ("Issuer") determined that Vista had nearly realized the specified level of returns and decided to accelerate all options granted to named executive officers prior to the Issuer's initial public offering. All options under this grant vested as of March 31, 2022. |
Remarks: Exhibit 24.1 Power of Attorney |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
DANI RAJ M. C/O PING IDENTITY HOLDING CORP. 1001 17TH STREET, SUITE 100 DENVER, CO 80202 |
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| Chief Financial Officer |
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Signatures
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/s/ Shalini Sharma, by power of attorney | | 4/4/2022 |
**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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