Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. Capitalized terms used herein but not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement.
At the effective time of the Merger (the “Effective Time”), each share of Class A common stock, par value $0.0001 per share, of the Company (“Class A Common Stock”) and Class B common stock, par value $0.0001 per share, of the Company (together, the “Common Stock”) outstanding immediately prior to the effective time of the Merger (subject to certain exceptions, including shares of Common Stock owned by stockholders of the Company who have validly demanded and not withdrawn appraisal rights in accordance with Section 262 of the General Corporation Law of the State of Delaware), was cancelled and converted), into the right to receive $18.15 in cash (the “Per Share Merger Consideration”), without interest and subject to applicable withholding taxes.
In addition, pursuant to the Merger Agreement, at the Effective Time:
•Each option to purchase shares of Class A Common Stock (each, an “Option”), other than any Option granted under the Qualtrics International Inc. 2021 Employee Stock Purchase Plan, that was unexpired, unexercised and outstanding as of immediately prior to the Effective Time, whether vested or unvested was, automatically and without any required action on the part of the holder thereof, cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (x) the number of shares of Class A Common Stock subject to such Option as of immediately prior to the Effective Time multiplied by (y) the excess, if any, of the Per Share Merger Consideration over the per share exercise price of such Option, less applicable taxes and authorized deductions. Each Option with an exercise price per share equal to or greater than the Per Share Merger Consideration was cancelled at the Effective Time for no consideration.
•Each restricted stock unit subject only to service-based vesting (each, a “Restricted Stock Unit”) that was vested, outstanding and unsettled as of immediately prior to the Effective Time in accordance with its terms after giving effect to any vesting that occurred as a result of the Merger (each, a “Vesting Restricted Stock Unit”) was, automatically and without any required action on the part of the holder thereof, cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (x) the Per Share Merger Consideration and (y) the aggregate number of shares of Class A Common Stock subject to such Vested Restricted Stock Unit, less applicable taxes and authorized deductions. All Restricted Stock Units held by non-employee members of the board of directors of the Company accelerated and vested effective as of immediately prior to the Effective Time and were treated as Vested Restricted Stock Units.
•Each Restricted Stock Unit that was not a Vested Restricted Stock Unit as of immediately prior to the Effective Time (each, an “Unvested Restricted Stock Unit”) was, automatically and without any required action on the part of the holder thereof, converted into the contingent right to receive an amount in cash, without interest, equal to the product of (x) the Per Share Merger Consideration and (y) the aggregate number of shares of Class A Common Stock subject to each Unvested Restricted Stock Unit, which resulting amount will, subject to certain exceptions, including the holder’s continued service with the Company, vest and become payable at the same time as the unvested restricted stock unit from which such resulting amount was converted would have vested and been payable pursuant to its terms
and will generally remain subject to the same terms and conditions as were applicable to such awards immediately prior to the Effective Time.
•Each restricted stock unit subject, in whole or in part, to performance-based vesting restrictions (each, a “Performance Stock Unit”) that was vested and outstanding as of immediately prior to the Effective Time in accordance with its terms after giving effect to any vesting that occurred as a result of the Merger (each, a “Vested Performance Stock Unit”) was, automatically cancelled and converted into the contingent right to receive an amount in cash, without interest, equal to the product of (x) the Per Share Merger Consideration and (y) the aggregate number of shares of Common Stock subject to such Vested Performance Stock Unit, less applicable taxes and authorized deductions.
•Each Performance Stock Unit that was not a Vested Performance Stock Unit as of immediately prior to the Effective Time (each, an “Unvested Performance Stock Unit”) was, automatically and without any required action on the part of the holder thereof, converted into the contingent right to receive an amount in cash, without interest, equal to the product of (x) the Per Share Merger Consideration and (y) the aggregate number of shares of Class A Common Stock subject to each Unvested Performance Stock Unit based on the attainment of the applicable performance metrics at the target level of performance, which resulting amount will, subject to certain exceptions, including the holder’s continued service with the Company, vest and become payable at the same time as the underlying Unvested Performance Stock Units from which such resulting amount was converted would have vested and been payable pursuant to its terms and will generally remain subject to the same terms and conditions as were applicable to such awards immediately prior to the Effective Time, except that no performance-based vesting metrics or criteria will apply from and after the Effective Time.
The foregoing description of the Merger and the Merger Agreement, and the other transactions contemplated thereby, does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on March 13, 2023, which is incorporated herein by reference.