Sec Form 4 Filing - Wagner William Raymond @ LogMeIn, Inc. - 2020-08-31

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Wagner William Raymond
2. Issuer Name and Ticker or Trading Symbol
LogMeIn, Inc. [ LOGM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President & CEO
(Last) (First) (Middle)
C/O LOGMEIN, INC., 320 SUMMER STREET
3. Date of Earliest Transaction (MM/DD/YY)
08/31/2020
(Street)
BOSTON, MA02210
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Common Stock, par value $0.01 per share 08/31/2020 D 192,100 D 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Restricted Stock Units ( 2 ) $ 0 08/31/2020 D 39,683 08/31/2020( 3 ) ( 3 ) Common Stock, par value $0.01 per share 39,683 ( 3 ) 0 D
Restricted Stock Units ( 4 ) $ 0 08/31/2020 D 23,077 08/31/2020( 5 ) ( 5 ) Common Stock, par value $0.01 per share 23,077 ( 5 ) 0 D
Stock Option (Right to Buy) $ 24.49 08/31/2020 D 17,500 08/31/2020( 6 ) 05/23/2023 Common Stock, par value $0.01 per share 17,500 ( 6 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Wagner William Raymond
C/O LOGMEIN, INC.
320 SUMMER STREET
BOSTON, MA02210
X President & CEO
Signatures
Michael J. Donahue, Attorney-in-Fact 08/31/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )At the effective time of the merger contemplated by the Agreement and Plan of Merger, dated as of December 17, 2019, by and among LogMeIn, Inc. (the "Company"), Logan Parent, LLC, and Logan Merger Sub, Inc. (the "Effective Time"), each issued and outstanding share of common stock of the Company (each, a "Share") held by Mr. Wagner was converted into the right to receive $86.05 in cash, without interest.
( 2 )Represents restricted stock units subject only to service-based vesting conditions (a "Company RSU") under the Company's stock plans.
( 3 )At the Effective Time, each outstanding Company RSU under the Company's stock plans was converted into the right to receive an amount in cash (without interest) equal to the product obtained by multiplying (i) the total number of Shares subject to such Company RSU immediately prior to the Effective Time by (ii) $86.05, and otherwise remains subject to the same vesting and settlement schedule and other terms and conditions applicable to such Company RSU immediately prior to the Effective Time.
( 4 )Represents restricted stock units subject to performance-based vesting conditions or a requirement to satisfy performance conditions to earn the Shares covered thereby (a "Company P-RSU") under the Company's stock plans.
( 5 )At the Effective Time, each outstanding Company P-RSU subject to revenue-based vesting conditions under the Company's stock plans was converted into the right to receive an amount in cash (without interest) equal to the product obtained by multiplying (i) the total number of earned Shares subject to such Company P-RSU immediately prior to the Effective Time based on the actual performance through the Effective Time by (ii) $86.05, and otherwise remains subject to the same vesting and settlement schedule and other terms and conditions applicable to such Company P-RSU immediately prior to the Effective Time.
( 6 )At the Effective Time, each outstanding option to purchase Shares (a "Company Option") (whether vested or unvested) was cancelled and converted into the right to receive an amount in cash (without interest) equal to the product obtained by multiplying (i) the total number of Shares subject to such Company Option immediately prior to the Effective Time by (ii) the excess, if any, of $86.05 over the exercise price per Share of such Company Option.

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