Statement of Changes in Beneficial Ownership (4)
December 03 2020 - 5:36PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
Hill Scott D. |
2. Issuer Name and Ticker or Trading Symbol
MOBILEIRON, INC.
[
MOBL
]
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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 |
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(Last)
(First)
(Middle)
C/O MOBILEIRON, INC., 490 E. MIDDLEFIELD ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/1/2020 |
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(Street)
MOUNTAIN VIEW, CA 94043
(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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| Common Stock | 12/1/2020 | | A | | 170000 (1) | A | $0.00 (1) | 777741 | D | |
| Common Stock | 12/1/2020 | | D | | 777741 (2)(3) | D | $7.05 | 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 |
| Stock Option (Right to Buy) | $4.70 | 12/1/2020 | | D | | | 150000 | (4) | 7/8/2028 | Common Stock | 150000 | $2.35 (4) | 0 | D | |
| Explanation of Responses: |
| (1) | Represents shares of the Issuer's common stock awarded to the Reporting Person upon the vesting of 170,000 performance stock units in connection with the closing of the transactions contemplated by the Merger Agreement (as defined below). |
| (2) | The Reporting Person disposed of each share of common stock at the effective time of the merger (the "Merger") contemplated by the merger agreement, dated as of September 26, 2020, by and between the Issuer, Ivanti, Inc. and Oahu Merger Sub, Inc. (the "Merger Agreement") in exchange for a cash payment of $7.05 per share. |
| (3) | Certain of these securities were restricted stock units ("RSUs") that represented the Reporting Person's right to receive the Issuer's common stock. Pursuant to the Merger Agreement, the RSUs were subject to acceleration of vesting, cancelled and converted automatically into the right to receive a cash payment of $7.05 per share, subject to any required withholding of taxes. |
| (4) | This option vested at the rate of 25% of the total number of shares underlying the option ("Option Shares") on the one-year anniversary of July 9, 2018, and then at the rate of 1/48 of the total number of Option Shares on each monthly anniversary thereafter. Pursuant to the Merger Agreement, the unvested portion of this option was subject to acceleration of vesting. This option was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $352,500, representing the difference between the per share exercise price of the option and the merger consideration of $7.05 per share. |
Remarks:
Exhibit 24 - Power of Attorney |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Hill Scott D.
C/O MOBILEIRON, INC.
490 E. MIDDLEFIELD ROAD
MOUNTAIN VIEW, CA 94043 |
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| Chief Financial Officer |
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Signatures
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| /s/ David Manshardt, as attorney in fact | | 12/3/2020 |
| **Signature of Reporting Person | Date |
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