Sec Form 4 Filing - Kelly Michael A @ RED HAT INC - 2019-07-09

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
Kelly Michael A
2. Issuer Name and Ticker or Trading Symbol
RED HAT INC [ RHT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Information Officer
(Last) (First) (Middle)
C/O RED HAT, INC., 100 EAST DAVIE STREET
3. Date of Earliest Transaction (MM/DD/YY)
07/09/2019
(Street)
RALEIGH, NC27601
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 07/09/2019 D 2,601 ( 1 ) D $ 190 13,250 D
Common Stock 07/09/2019 D 13,250 ( 2 ) 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 Unit ( 3 ) 07/09/2019 D 9,715 ( 4 ) ( 5 ) ( 5 ) Common Stock 9,715 ( 4 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kelly Michael A
C/O RED HAT, INC.
100 EAST DAVIE STREET
RALEIGH, NC27601
Chief Information Officer
Signatures
/s/Will Howard Atty in Fact UPOA 07/09/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )Represents shares of Red Hat restricted stock. Each Red Hat restricted stock award was converted pursuant to the merger agreement into an IBM restricted stock award, with substantially the same terms and conditions as were applicable to such Red Hat restricted shares.
( 3 )These restricted stock units were payable in shares of Red Hat common stock, or at the election of Red Hat in cash.
( 4 )Red Hat RSUs were converted pursuant to the merger agreement into IBM RSUs with substantially the same terms and conditions as were applicable to such Red Hat RSUs.
( 5 )These RSUs where granted on October 17, 2016 and vest 25% annually on the anniversary of the vesting start date and are payable in shares of Red Hat common stock, or at the election of Red Hat in cash.

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