Sec Form 4 Filing - Hendriks Elizabeth A @ SCIQUEST INC - 2016-07-28

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
Hendriks Elizabeth A
2. Issuer Name and Ticker or Trading Symbol
SCIQUEST INC [ SQI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Technology Officer
(Last) (First) (Middle)
3020 CARRINGTON MILL BLVD., SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
07/28/2016
(Street)
MORRISVILLE, NC27560
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
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 Option (Right to Buy) $ 14.66 07/28/2016 D 23,020 ( 1 ) 02/04/2025 Common Stock 23,020 $ 3.09 ( 1 ) 0 D
Restricted Stock Unit ( 2 ) 07/28/2016 D 13,200 ( 3 ) ( 3 ) Common Stock 13,200 ( 3 ) 0 D
Performance-Based Restricted Stock Unit ( 4 ) 07/28/2016 D 19,945 ( 5 ) ( 5 ) Common Stock 19,945 ( 5 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hendriks Elizabeth A
3020 CARRINGTON MILL BLVD.
SUITE 100
MORRISVILLE, NC27560
Chief Technology Officer
Signatures
/s/ Grant W. Collingsworth, attorney-in-fact for Elizabeth Hendriks 07/29/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This option was granted on February 4, 2015, with 25% vesting on February 4, 2016 and the remainder vesting in 36 equal monthly installments thereafter until February 4, 2019. As of effective date of the Merger, the option was vested with respect to 23,020 shares and unvested with respect to 41,980 shares. The unvested options were cancelled and forfeited for no consideration pursuant to the Merger Agreement. Pursuant to the Merger Agreement, the vested portion of the option was cancelled in exchange for a cash payment of $68,829.80, which represents the product of (i) the aggregate number of shares of common stock subject to such vested portion of the option (23,020 shares) and (ii) the excess of the merger consideration of $17.75 per share over the exercise price of the option per share, with such cash payment subject to any required withholding of taxes.
( 2 )The restricted stock units convert into the right to receive an amount in cash equal to the product of (i) the total number of shares subject to such restricted stock unit and (ii) the per share merger consideration, less applicable taxes required to be withheld with respect to such payment.
( 3 )On February 18, 2016, the reporting person was granted 13,200 restricted stock units, with the units vesting in four equal annual installments on each anniversary of the grant date until February 18, 2020. As the restricted stock units were not vested on July 28, 2016, the time of the Merger, the restricted stock units have been cancelled and forfeited for no consideration pursuant to the Merger Agreement.
( 4 )The performance-based restricted stock units convert into the right to receive an amount in cash equal to the product of (i) the total number of shares subject to such performance-based restricted stock unit based on actual achievement of the applicable performance metrics through the day immediately preceding the effective date of the Merger and (ii) the per share merger consideration, less applicable taxes required to be withheld with respect to such payment.
( 5 )On February 18, 2016, the reporting person was granted 13,200 performance-based restricted stock units. Pursuant to the terms of the agreement governing the performance-based restricted stock, at the effective time of the Merger, 19,945 performance-based restricted stock units were immediately deemed earned based on achievement of performance metrics ("Earned Units"). Pursuant to the Merger Agreement, the Earned Units were cancelled in exchange for an aggregate cash payment of $354,027, subject to certain conditions and payable in accordance with the terms set forth in the agreement governing the performance-based restricted stock, which represents the product of (i) the aggregate number of shares of common stock subject to such Earned Units (19,945 shares) and (ii) the merger consideration of $17.75 per share, subject to required withholding taxes. The unearned performance-based restricted stock units were cancelled and forfeited for no consideration pursuant to the Merger Agreement.

Remarks:
On July 28, 2016, the Issuer became a wholly owned subsidiary of SciQuest Parent, LLC (f/k/a AKKR Green Parent, LLC) pursuant to the merger (the "Merger") effected in connection with that certain Agreement and Plan of Merger, dated May 30, 2016, by and among the Issuer, SciQuest Parent, LLC and AKKR Green Merger Sub, Inc. (the "Merger Agreement").

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