Sec Form 4 Filing - Munford Stephen @ Carbonite Inc - 2019-12-24

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 Munford Stephen 2. Issuer Name and Ticker or Trading Symbol Carbonite Inc [ CARB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Interim CEO and President (Last) (First) (Middle) C/O CARBONITE, INC.,, TWO AVENUE DE LAFAYETTE 3. Date of Earliest Transaction (MM/DD/YY) 12/24/2019 (Street) BOSTON, MA02111 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 12/13/2019 G V 32,570 D $ 0 163,336 D Common Stock 12/13/2019 G V 32,570 A $ 0 32,570 I By Trust ( 1 ) Common Stock 12/24/2019 D( 2 ) 32,570 D 0 I By Trust ( 1 ) Common Stock 12/24/2019 D( 2 ) 155,129 D 8,207 D Common Stock 12/24/2019 D( 2 ) 8,207 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 Stock Option (Right to Buy) $ 12.09 12/24/2019 D 25,000 ( 4 ) 01/28/2024 Common Stock 25,000 ( 5 ) 0 D Stock Option (Right to Buy) $ 10.89 12/24/2019 D 9,000 ( 6 ) 06/02/2024 Common Stock 9,000 ( 5 ) 0 D Stock Option (Right to Buy) $ 11.14 12/24/2019 D 9,000 ( 7 ) 06/01/2025 Common Stock 9,000 ( 5 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Munford Stephen C/O CARBONITE, INC., TWO AVENUE DE LAFAYETTE BOSTON, MA02111 X Interim CEO and President Signatures /s/Anthony Folger, by power of attorney 12/26/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares are owned by the Munford Family Foundation. The reporting person is trustee of the trust. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose. ( 2 )On November 10, 2019, Carbonite, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Open Text Corporation ("OpenText") and Coral Merger Sub Inc., a wholly owned subsidiary of OpenText ("Purchaser"). On December 24, 2019, Purchaser merged with and into the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Company being the surviving corporation and becoming a wholly-owned subsidiary of OpenText. Pursuant to the terms of the Merger Agreement, each share of Company common stock was converted into the right to receive an amount in cash equal to $23.00, without interest and net of any required withholding of taxes. ( 3 )Represents restricted stock units and performance-based restricted stock units (a Company "RSU and PRSU") held by the Reporting Person, whether or not vested. Pursuant to the terms of the Merger Agreement, each Company RSU and PRSU held by the Reporting Person was converted into the right to receive an amount in cash equal to the product of (i) $23.00 and (ii) the number of shares of Company common stock subject to such Company RSU and PRSU. ( 4 )This option became exercisable in 12 equal installments beginning on April 28, 2014. ( 5 )Pursuant to the terms of the Merger Agreement, each option to purchase shares of Company common stock, whether or not vested and which have a per share exercise price that is less than $23.00 (each, an "In the Money Option") held by the Reporting Person was cancelled and converted into the right to a cash payment equal to (i) the excess, if any, of (A) $23.00 over (B) the exercise price payable per share of Company common stock under such In the Money Option, multiplied by (ii) the total number of shares of Company common stock subject to such In the Money Option. ( 6 )This option became exercisable in 12 equal quarterly installments beginning on September 2, 2014. ( 7 )This option became exercisable in one installment on June 1, 2016, subject to the Registrant's continuing service as a director.

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).

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