Statement of Changes in Beneficial Ownership (4)
July 09 2019 - 4:32PM
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).
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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
Estimated average burden
hours per response...
0.5
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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
*
ABBASI SOHAIB
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2. Issuer Name
and
Ticker or Trading Symbol
RED HAT INC
[
RHT
]
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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 RED HAT, INC., 100 EAST DAVIE STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/9/2019
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(Street)
RALEIGH, NC 27601
(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
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7/9/2019
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D
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8045
(1)
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D
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$190.00
(1)
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0
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D
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Deferred Stock Unit
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(2)
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7/9/2019
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D
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7736
(3)
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(4)
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(4)
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Common Stock
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7736
(3)
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(3)
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0
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D
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Deferred Stock Unit
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(2)
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7/9/2019
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D
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3849
(3)
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(5)
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(5)
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Common Stock
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3849
(3)
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(3)
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0
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D
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Deferred Stock Unit
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(2)
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7/9/2019
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D
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5042
(3)
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(6)
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(6)
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Common Stock
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5042
(3)
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(3)
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0
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D
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Deferred Stock Unit
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(2)
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7/9/2019
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D
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4559
(3)
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(7)
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(7)
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Common Stock
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4559
(3)
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(3)
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0
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D
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Deferred Stock Unit
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(2)
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7/9/2019
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D
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3103
(3)
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(8)
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(8)
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Common Stock
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3103
(3)
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(3)
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0
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D
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Deferred Stock Unit
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(2)
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7/9/2019
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D
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3435
(3)
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(9)
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(9)
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Common Stock
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3435
(3)
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(3)
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0
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D
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Deferred Stock Unit
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(2)
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7/9/2019
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D
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2538
(3)
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(10)
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(10)
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Common Stock
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2538
(3)
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(3)
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0
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D
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Deferred Stock Unit
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(2)
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7/9/2019
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D
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1710
(3)
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(11)
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(11)
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Common Stock
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1710
(3)
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(3)
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0
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D
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Explanation of Responses:
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(1)
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Pursuant to the Agreement and Plan of Merger dated as of October 28, 2018, by and among International Business Machines Corporation ("IBM"), Socrates Acquisition Corp. and Red Hat, common shares of Red Hat were disposed of for cash consideration of $190.00 per share.
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(2)
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Each deferred stock unit represents a right to receive one share of Red Hat common stock.
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(3)
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All Deferred Stock Units (DSUs) were canceled pursuant to the merger agreement for cash consideration of $190.00 per unit.
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(4)
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The DSUs were fully vested and by their terms would ordinarily have been settled in shares of Red Hat common stock upon termination of the Reporting Person's Board of Director service.
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(5)
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This DSU was granted on July 16, 2012 pursuant to Red Hat's Non-Employee Director Compensation Plan, in lieu of all or a portion of an annual grant of restricted stock, and vested on the first anniversary of the date of grant and would ordinarily have been settled in shares of Red Hat common stock upon termination of the Reporting Person's Board of Director service.
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(6)
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This DSU was granted on July 16, 2013 pursuant to Red Hat's Non-Employee Director Compensation Plan, in lieu of all or a portion of an annual grant of restricted stock, and vested on the first anniversary of the date of grant and would ordinarily have been settled in shares of Red Hat common stock upon termination of the Reporting Person's Board of Director service.
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(7)
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This DSU was granted on July 16, 2014 pursuant to Red Hat's Non-Employee Director Compensation Plan, in lieu of all or a portion of an annual grant of restricted stock, and vested on the first anniversary of the date of grant and would ordinarily have been settled in shares of Red Hat common stock upon termination of the Reporting Person's Board of Director service.
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(8)
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This DSU was granted on July 16, 2015 pursuant to Red Hat's Non-Employee Director Compensation Plan, in lieu of all or a portion of an annual grant of restricted stock, and vested on the first anniversary of the date of grant and would ordinarily have been settled in shares of Red Hat common stock upon termination of the Reporting Person's Board of Director service.
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(9)
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This DSU was granted on July 18, 2016 pursuant to Red Hat's Non-Employee Director Compensation Plan, in lieu of all or a portion of an annual grant of restricted stock, and vested on the first anniversary of the date of grant and would ordinarily have been settled in shares of Red Hat common stock upon termination of the Reporting Person's Board of Director service.
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(10)
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This DSU was granted on July 17, 2017 pursuant to Red Hat's Non-Employee Director Compensation Plan, in lieu of all or a portion of an annual grant of restricted stock, and vested on the first anniversary of the date of grant and would ordinarily have been settled in shares of Red Hat common stock upon termination of the Reporting Person's Board of Director service.
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(11)
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Ths DSU was granted on July 16, 2018 pursuant to Red Hat's Non-Employee Director Compensation Plan, in lieu of all or a portion of an annual grant of restricted stock, and would ordinarily have vested on the first anniversary of the date of grant and settled in shares of Red Hat common stock upon termination of the Reporting Person's Board of Director service.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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ABBASI SOHAIB
C/O RED HAT, INC.
100 EAST DAVIE STREET
RALEIGH, NC 27601
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X
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Signatures
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/s/Will Howard Atty in Fact UPOA
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7/9/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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