Statement of Changes in Beneficial Ownership (4)
April 22 2021 - 4:25PM
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
*
Thomas Elizabeth Amegan |
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 of Staff |
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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 | | 15549 (1) | D | $34 (1) | 0 | D | |
| Common Stock | 4/21/2021 | | D | | 11075 (2) | D | (2) | 0 | D | |
| Common Stock | 4/21/2021 | | D | | 627 (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, 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. |
| (3) | The Reporting Person's accumulated payroll deduction was used to purchase shares of NIC Inc. common stock in accordance with the terms of the NIC Inc. Employee Stock Purchase Plan (the "NIC ESPP") on the earlier of the scheduled purchase date for such current ESPP offering period and immediately prior to the effective time and the NIC ESPP was terminated immediately prior to the effective time. 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 the Merger Consideration. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Thomas Elizabeth Amegan
C/O NIC INC.
25501 WEST VALLEY PARKWAY, SUITE 300
OLATHE, KS 66061 |
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| Chief of Staff |
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Signatures
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| /s/ Josh Johnson, Attorney-in-Fact for Elizabeth A. Thomas | | 4/22/2021 |
| **Signature of Reporting Person | Date |
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