Statement of Changes in Beneficial Ownership (4)
May 12 2023 - 3:08PM
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
*
Ansanelli Joseph |
2. Issuer Name and Ticker or Trading Symbol
Sumo Logic, Inc.
[
SUMO
]
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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)
305 MAIN STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/12/2023 |
(Street)
REDWOOD CITY, CA 94063 |
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 | 5/12/2023 | | D | | 332734 (1)(2) | D | (3) | 0 | D | |
Common Stock | 5/12/2023 | | D | | 3372470 | D | (3) | 0 | I | See footnote (4) |
Common Stock | 5/12/2023 | | D | | 303620 | D | (3) | 0 | I | See footnote (5) |
Common Stock | 5/12/2023 | | D | | 107842 | D | (3) | 0 | I | See footnote (6) |
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 |
Explanation of Responses: |
(1) | Certain of these shares are represented by previously reported restricted stock units ("RSUs"). At the effective time of the merger (the "Effective Time") each issued and outstanding RSU was cancelled and converted into the right to receive an amount equal to $12.05 in cash (the "Per Share Price"), subject to the terms set forth in the Merger Agreement. |
(2) | Pursuant to the terms of the Company's Outside Director Compensation Policy and/or the applicable award agreement governing such RSU, at the Effective Time, each unvested RSU was accelerated and converted into the right to receive an amount in cash equal to the Per Share Price. |
(3) | Pursuant to an Agreement and Plan of Merger (the "Merger Agreement") between Serrano Parent, Serrano Merger Sub, Inc., and Sumo Logic (the "Company"), each issued and outstanding share of the Company's common stock was cancelled and converted into the right to receive an amount in cash equal to the Per Share Price. |
(4) | These shares are held of record by Greylock XIII LP. The Reporting Person disclaims beneficial ownership of the securities held by Greylock XIII LP except to the extent of any pecuniary interest therein and the inclusion of these securities in this report shall not be deemed an admission by the Reporting Person of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
(5) | These shares are held of record by Greylock XIII-A LP. The Reporting Person disclaims beneficial ownership of the securities held by Greylock XIII-A LP except to the extent of any pecuniary interest therein and the inclusion of these securities in this report shall not be deemed an admission by the Reporting Person of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
(6) | These shares are held of record by Greylock XIII Principals. The Reporting Person disclaims beneficial ownership of the securities held by Greylock XIII Principals except to the extent of any pecuniary interest therein and the inclusion of these securities in this report shall not be deemed an admission by the Reporting Person of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Ansanelli Joseph 305 MAIN STREET REDWOOD CITY, CA 94063 | X |
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Signatures
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/s/ Katherine Haar, Attorney-in-fact | | 5/12/2023 |
**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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