Sec Form 4 Filing - Parmett Simon @ MULESOFT, INC - 2018-05-01

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
Parmett Simon
2. Issuer Name and Ticker or Trading Symbol
MULESOFT, INC [ MULE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President, Field Operations
(Last) (First) (Middle)
77 GEARY STREET, SUITE 400
3. Date of Earliest Transaction (MM/DD/YY)
05/01/2018
(Street)
SAN FRANCISCO, CA94108
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
Class A Common Stock 05/01/2018 C 141,326 A 229,329 ( 2 ) D
Class A Common Stock 05/01/2018 U 142,779 D 86,550 ( 4 ) D
Class A Common Stock 05/02/2018 D 86,550 ( 4 ) 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
Class B Common Stock ( 1 ) 05/01/2018 C 141,326 ( 1 ) ( 1 ) Class A Common Stock 141,326 $ 0 0 D
Employee Stock Option (right to buy) $ 0.68 05/02/2018 D 251,200 ( 6 ) 03/20/2023 Class B Common Stock 251,200 $ 1.85 0 D
Employee Stock Option (right to buy) $ 2.6 05/02/2018 D 180,000 ( 7 ) 02/03/2025 Class B Common Stock 180,000 $ 7.07 0 D
Employee Stock Option (right to buy) $ 7.28 05/02/2018 D 284,375 ( 8 ) 06/16/2026 Class B Common Stock 284,375 $ 19.79 0 D
Employee Stock Option (right to buy) $ 7.28 05/02/2018 D 250,000 ( 9 ) 06/16/2026 Class B Common Stock 250,000 $ 19.79 0 D
Employee Stock Option (right to buy) $ 21.95 05/02/2018 D 58,250 ( 10 ) 12/20/2027 Class A Common Stock 58,250 $ 59.65 0 D
Employee Stock Option (right to buy) $ 21.95 05/02/2018 D 174,750 ( 11 ) 12/20/2027 Class A Common Stock 174,750 $ 59.65 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Parmett Simon
77 GEARY STREET, SUITE 400
SAN FRANCISCO, CA94108
President, Field Operations
Signatures
/s/ Aref Wardek, by power of attorney 05/03/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Upon consummation of the tender offer (as described below), each share of tendered Class B common stock converted on a one-to-one basis into Class A common stock.
( 2 )Includes 1,453 shares acquired under the Issuer's 2017 Employee Stock Purchase Plan on April 26, 2018 in a transaction that was exempt under both Rule 16b-3(d) and Rule 16b-3(c).
( 3 )Pursuant to the Agreement and Plan of Merger, dated as of March 20, 2018 (the "Merger Agreement"), by and among salesforce.com, inc. ("Salesforce"), Malbec Acquisition Corp. and the Issuer, each share of Class A common stock was tendered in exchange for (i) $36.00 in cash and (ii) 0.0711 of a share of Salesforce common stock, together with cash in lieu of any fractional shares of Salesforce common stock (the "Transaction Consideration"). Upon consummation of the tender offer and following the conversion of tendered shares of Class B common stock to Class A common stock on a one-to-one basis, the Reporting Person received Transaction Consideration of $5,140,044.00 in cash, 10,151 shares of Salesforce common stock and $71.17 in lieu of any fractional shares of Salesforce common stock.
( 4 )The shares are represented by restricted stock units, or RSUs, pursuant to which 21,640 RSUs vest in four equal quarterly installments beginning on August 15, 2019 and the remaining 64,910 RSUs vest in six equal quarterly installments beginning on August 15, 2020.
( 5 )Pursuant to the Merger Agreement, the RSUs will be assumed by Salesforce and converted into a restricted stock unit for 0.368 shares of Salesforce common stock per share of Class A common stock.
( 6 )Shares subject to the option are fully vested and immediately exercisable. Pursuant to the Merger Agreement, the option was assumed by Salesforce and converted into an option to purchase 92,441 shares of Salesforce common stock at an exercise price of $1.85 per share.
( 7 )Shares subject to the option vest in 48 equal monthly installments beginning on June 1, 2015. Pursuant to the Merger Agreement, the option was assumed by Salesforce and converted into an option to purchase 66,238 shares of Salesforce common stock at an exercise price of $7.07 per share.
( 8 )Shares subject to the option vest in 39 equal monthly installments beginning on May 1, 2017. Pursuant to the Merger Agreement, the option was assumed by Salesforce and converted into an option to purchase 104,649 shares of Salesforce common stock at an exercise price of $19.79 per share.
( 9 )Shares subject to the option vest in 48 equal monthly installments beginning on August 1, 2016. Pursuant to the Merger Agreement, the option was assumed by Salesforce and converted into an option to purchase 91,999 shares of Salesforce common stock at an exercise price of $19.79 per share.
( 10 )Shares subject to the option vest in four equal quarterly installments beginning on August 15, 2019. Pursuant to the Merger Agreement, the option was assumed by Salesforce and converted into an option to purchase 21,436 shares of Salesforce common stock at an exercise price of $59.65 per share.
( 11 )Shares subject to the option vest in six equal quarterly installments beginning on Augus t 15, 2020. Pursuant to the Merger Agreement, the option was assumed by Salesforce and converted into an option to purchase 64,308 shares of Salesforce common stock at an exercise price of $59.65 per share.

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