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Sec Form 4 Filing - Duan Jimmy C. @ CALLIDUS SOFTWARE INC - 2018-04-05

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
Duan Jimmy C.
2. Issuer Name and Ticker or Trading Symbol
CALLIDUS SOFTWARE INC [ CALD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP, Chief Technology Officer
(Last)
(First)
(Middle)
C/O CALLIDUS SOFTWARE INC., 4140 DUBLIN BLVD., SUITE 400
3. Date of Earliest Transaction (MM/DD/YY)
04/05/2018
(Street)
DUBLIN, CA94568
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 ( 1 ) 04/05/2018 A( 2 ) 126,593 A $ 0 448,691 D
Common Stock 04/05/2018 D( 3 )( 4 ) 126,593 ( 2 ) D 0 D
Common Stock 04/05/2018 D( 3 )( 6 ) 94,002 ( 5 ) D 0 D
Common Stock 04/05/2018 D( 3 ) 228,096 D $ 36 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
Stock Options $ 7.69 04/05/2018 D 85,556 09/30/2013( 7 ) 08/30/2023 Common Stock 85,556 ( 8 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Duan Jimmy C.
C/O CALLIDUS SOFTWARE INC.
4140 DUBLIN BLVD., SUITE 400
DUBLIN, CA94568
EVP, Chief Technology Officer
Signatures
By: Vanessa Pon For: Jimmy C. Duan 04/05/2018
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 is being filed in connection with the April 5, 2018 closing of the merger (the "Merger") of Emerson One Acquisition Corp. ("Merger Sub") with and into the Issuer pursuant to the Agreement and Plan of Merger, dated as of January 29, 2018 (the "Merger Agreement"), by and among SAP America, Inc., Merger Sub and the Issuer. Upon closing of the Merger, each outstanding share of Common Stock of the Issuer was converted into the right to receive $36.00 per share in cash, without interest (the "Merger Consideration").
( 2 )Represents performance-based restricted stock units ("PSUs") granted on July 15, 2015 and February 15, 2017, that, at the effective time of the Merger, were deemed earned and credited for performance, with respect to any uncompleted performance period as of the date of the Merger Agreement, at pay-out levels determined in accordance with the terms of the Merger Agreement. The time-based vesting requirements applicable to such PSUs remained unsatisfied as of the effective time of the Merger.
( 3 )Disposed of pursuant to the Merger Agreement.
( 4 )At the effective time of the Merger, each outstanding, unvested PSU was cancelled and converted into the unvested right to receive in cash the per share Merger Consideration for each share of Issuer Common Stock underlying such PSU, after giving effect to the pay-out levels determined in accordance with the Merger Agreement, as described in Note 2, with such payment to vest and become payable on the date upon which such PSU would have vested under the time-based vesting terms and conditions applicable to such PSU immediately prior to the effective time of the Merger.
( 5 )Represents restricted stock units ("RSUs") granted on February 16, 2016, February 15, 2017, and February 15, 2018, that, at the effective time of the Merger, had not vested.
( 6 )At the effective time of the Merger, each outstanding, unvested RSU that was granted prior to January 29, 2018, was cancelled and converted into the unvested right to receive in cash the per share Merger Consideration for each share of Issuer Common Stock underlying such RSU. Each unvested RSU that was granted after January 29, 2018, was cancelled and converted into an unvested cash-settled restricted stock unit denominated in the number of shares of SAP SE obtained by multiplying (i) the number of shares of Issuer Common Stock underlying such RSU by (ii) the quotient obtained by dividing the Merger Consideration by the average closing price of SAP SE shares over the five trading days ending on April 4, 2018. In each case, the converted awards vest and become payable on the date upon which the relevant RSU would have vested under the time-based vesting terms and conditions applicable to such RSU immediately prior to the effective time of the Merger.
( 7 )The Stock Options vested in equal monthly installments over a period of four years from the grant date of August 30, 2013.
( 8 )At the effective time of the Merger, each outstanding vested and unvested Stock Option was cancelled and converted into the right to receive in cash an amount equal to the number of shares of Issuer Common Stock underlying such Stock Option multiplied by the excess, if any, of the Merger Consideration over the applicable exercise price.

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.
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