Sec Form 4 Filing - Ludwig Brian @ CVENT INC - 2016-11-29

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
Ludwig Brian
2. Issuer Name and Ticker or Trading Symbol
CVENT INC [ CVT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
SVP, Sales
(Last) (First) (Middle)
C/O CVENT INC, 1765 GREENSBORO STATION PLACE,7TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
11/29/2016
(Street)
TYSONS CORNER, VA22102
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 11/29/2016 D 244,565 ( 1 ) ( 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
Employee Stock Option (Right to Buy) $ 1.8 11/29/2016 J( 3 ) 27,778 ( 3 ) 03/11/2021 Common Stock 27,778 ( 3 ) 31,946 D
Employee Stock Option (Right to Buy) $ 1.8 11/29/2016 D 31,946 ( 4 ) 03/11/2021 Common Stock 31,946 ( 4 ) 0 D
Employee Stock Option (Right to Buy) $ 27.84 11/29/2016 D 46,189 ( 4 ) 12/31/2024 Common Stock 46,189 ( 4 ) 0 D
Employee Stock Option (Right to Buy) $ 32.43 11/29/2016 D 15,973 ( 4 ) 10/15/2025 Common Stock 15,973 ( 4 ) 0 D
Employee Stock Option (Right to Buy) $ 21.73 11/29/2016 D 48,433 ( 4 ) 04/06/2026 Common Stock 48,433 ( 4 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ludwig Brian
C/O CVENT INC
1765 GREENSBORO STATION PLACE,7TH FLOOR
TYSONS CORNER, VA22102
SVP, Sales
Signatures
/s/ Lawrence Samuelson, Attorney-in-Fact 12/01/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 43,349 unvested Restricted Stock Units ("Unvested RSUs"). Pursuant to that certain Agreement and Plan of Merger, dated April 17, 2016, between the Issuer, Papay Holdco, LLC ("Parent") and Papay Merger Sub, Inc. (the "Merger Agreement"), of these Unvested RSUs, (x) the Unvested RSUs that were scheduled to vest before April 1, 2017 were cancelled in the merger in exchange for a cash payment of $36.00 per unit; (y) the Unvested RSUs that were scheduled to vest between April 1, 2017 and December 31, 2017 will vest pursuant to their existing vesting schedules and will be entitled to receive a cash payment of $36.00 per unit on their applicable vesting dates; and (z) the Unvested RSUs that were schedule to vest on or after January 1, 2018 will vest on January 1, 2018 and will receive a cash payment of $36.00 per unit on such date. These transactions were exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3 promulgated thereunder.
( 2 )The common stock was disposed of pursuant to the Merger Agreement in exchange for a cash payment of $36.00 per share. This transaction was exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3 promulgated thereunder.
( 3 )Pursuant to an Option Rollover Agreement ("Option Rollover Agreement"), by and between Issuer, Parent and the Reporting Person, the Reporting Person contributed this employee stock option to Parent in exchange for a number of Parent's limited partnership interest calculated pursuant to the Option Rollover Agreement, effective as of the Effective Time (as defined in the Merger Agreement), valued at the difference between $36.00 per share and the exercise price per share of the option. This transaction was exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3 promulgated thereunder.
( 4 )Pursuant to the Merger Agreement, this employee stock option was cancelled in exchange for a cash amount equal to the difference between $36.00 per share and the exercise price per share of the option, less applicable withholding taxes. This transaction was exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3 promulgated thereunder.

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