| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MULESOFT, INC [ MULE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/01/2018 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 05/01/2018 | C | 1,241,333 | A | (1) | 1,244,662(2) | D | |||
| Class A Common Stock | 05/01/2018 | U | 1,244,662 | D | (3) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 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: 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 | ||||||||
| Class B Common Stock | (1) | 05/01/2018 | C | 1,241,333 | (1) | (1) | Class A Common Stock | 1,241,333 | $0.00 | 0 | D | ||||
| Employee Stock Option (right to buy) | $0.2625 | 05/02/2018 | D | 443,408 | (4) | 09/13/2022 | Class B Common Stock | 443,408 | $0.72 | 0 | D | ||||
| Employee Stock Option (right to buy) | $0.68 | 05/02/2018 | D | 323,751 | (5) | 12/24/2023 | Class B Common Stock | 323,751 | $1.85 | 0 | D | ||||
| Employee Stock Option (right to buy) | $2.6 | 05/02/2018 | D | 1,520,000 | (6) | 02/03/2025 | Class B Common Stock | 1,520,000 | $7.07 | 0 | D | ||||
| Explanation of Responses: |
| 1. Upon consummation of the tender offer (as described below), each share of tendered Class B common stock converted on a one-to-one basis into Class A common stock. |
| 2. Includes 1,471 shares acquired under the Issuer's 2017 Employee Stock Purchase Plan on April 26, 2018 in a transaction that was exempt under both Rule 16b-3(d) and Rule 16b-3(c). |
| 3. Pursuant to the Agreement and Plan of Merger, dated as of March 20, 2018 (the "Merger Agreement"), by and among salesforce.com, inc. ("Salesforce"), Malbec Acquisition Corp. and the Issuer, each share of Class A common stock was tendered in exchange for (i) $36.00 in cash and (ii) 0.0711 of a share of Salesforce common stock, together with cash in lieu of any fractional shares of Salesforce common stock (the "Transaction Consideration"). Upon consummation of the tender offer and following the conversion of tendered shares of Class B common stock to Class A common stock on a one-to-one basis, the Reporting Person received Transaction Consideration of $44,807,832.00 in cash, 88,495 shares of Salesforce common stock and $56.77 in lieu of any fractional shares of Salesforce common stock. |
| 4. Shares subject to the option are fully vested and immediately exercisable. Pursuant to the Merger Agreement, the option was assumed by Salesforce and converted into an option to purchase 163,174 shares of Salesforce common stock at an exercise price of $0.72 per share. |
| 5. Shares subject to the option are fully vested and immediately exercisable. Pursuant to the Merger Agreement, the option was assumed by Salesforce and converted into an option to purchase 119,139 shares of Salesforce common stock at an exercise price of $1.85 per share. |
| 6. The option vests in 48 equal monthly installments beginning on April 1, 2016. Pursuant to the Merger Agreement, the option was assumed by Salesforce and converted into an option to purchase 559,358 shares of Salesforce common stock at an exercise price of $7.07 per share. |
| Remarks: |
| /s/ Aref Wardak, by power of attorney | 05/03/2018 | |
| ** 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 Number. | ||