Statement of Changes in Beneficial Ownership (4)
April 22 2021 - 4:08PM
Edgar (US Regulatory)
FORM 4
[X]
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 OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
KOVZAN STEPHEN M |
2. Issuer Name and Ticker or Trading Symbol
NIC INC
[
EGOV
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer |
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(Last)
(First)
(Middle)
C/O NIC INC., 25501 WEST VALLEY PARKWAY, SUITE 300 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/21/2021 |
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(Street)
OLATHE, KS 66061
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 4/21/2021 | | D | | 143347 (1) | D | $34 (1) | 0 | D | |
| Common Stock (Performance-based Restricted Stock) | 4/21/2021 | | D | | 66610 (2) | D | $34 (2) | 0 | D | |
| Common Stock (Time-based Restricted Stock) | 4/21/2021 | | D | | 40678 (3) | D | (3) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security
(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 |
| Explanation of Responses: |
| (1) | Pursuant to an Agreement and Plan of Merger, dated as of February 9, 2021 (the "Merger Agreement"), by and among NIC Inc., a Delaware corporation ( "Issuer"), Tyler Technologies, Inc., a Delaware corporation ("Parent") and Topos Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into Issuer, with Issuer continuing as the surviving corporation in the merger as a wholly-owned subsidiary of Parent. Pursuant to the Merger Agreement, at the effective time of the merger, these shares of Issuer common stock were cancelled and converted into the right to receive $34.00 in cash per share (the "Merger Consideration"). |
| (2) | Pursuant to the Merger Agreement, each performance-based restricted stock award held by the Reporting Person automatically vested in full and was cancelled and converted into the right to receive, with respect to each share of Issuer common stock subject to such restricted stock award (as determined in accordance with the applicable award agreement), the Merger Consideration, less all applicable withholding and other authorized deductions. Performance-based restricted stock awards granted in 2021 vested at target level performance and performance-based Issuer restricted stock awards granted in 2019 and 2020 vested based on actual performance levels, as if the applicable performance period ended on December 31, 2020. As a result, the Reporting Person received Merger Consideration for 66,610 shares of Issuer common stock, rather than the 80,288 performance-based restricted stock awards originally granted. |
| (3) | Pursuant to the Merger Agreement, at the effective time of the merger, each time-based restricted stock award held by the Reporting Person was converted into a Parent restricted stock award on the same terms and conditions (including those relating to accelerated vesting upon a termination of employment in connection with or following the effective time of the merger) as applicable to such assumed restricted stock award immediately prior to the effective time of the merger, as converted into a number of shares of Parent common stock of equivalent value at the effective time of the merger. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
KOVZAN STEPHEN M
C/O NIC INC.
25501 WEST VALLEY PARKWAY, SUITE 300
OLATHE, KS 66061 |
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| Chief Financial Officer |
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Signatures
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| /s/ Josh Johnson, Attorney-in-Fact for Stephen M. Kovzan | | 4/22/2021 |
| **Signature of Reporting Person | Date |
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