MARY E. CHOWNING - 07 Feb 2023 Form 4 Insider Report for Qumu Corp (QUMU)

Role: Director
Signature: /s/ Eric Nyberg, Attorney-in-Fact for Mary E. Chowning
Issuer symbol: QUMU
Transactions as of: 07 Feb 2023
Net transactions value: -$53,970
Form type: 4
Filing time: 09 Feb 2023, 15:07:24 UTC
Previous filing: 02 Jun 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	QUMU	Common Stock	Disposition pursuant to a tender of shares in a change of control transaction	$53,970	-59,967	-100%	$0.9000	0	07 Feb 2023	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	QUMU	Restricted Stock Units	Disposed to Issuer		-25,000	-100%		0	08 Feb 2023	Common Stock	25,000		Direct	F1
transaction	QUMU	Restricted Stock Units	Disposed to Issuer		-17,353	-100%		0	08 Feb 2023	Common Stock	17,353		Direct	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

MARY E. CHOWNING is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	On December 19, 2022, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among the Issuer, Enghouse Interactive, Inc. and Cosmos Merger Sub, Inc. ("Purchaser"), providing for an offer by Purchaser to purchase all of the outstanding common stock of the Issuer (the "Offer") for $0.90 per share followed by a merger of Purchaser with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly owned subsidiary of Enghouse Interactive, Inc. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding award of restricted stock, restricted stock units and the earned portion of each performance stock unit award was vested as of immediately before the Effective Time and was canceled and converted into the right to receive an amount in cash, without interest and subject to any required withholding taxes, equal to $0.90 per share, multiplied by the number of shares of Common Stock subject to such award.

Content

On December 19, 2022, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among the Issuer, Enghouse Interactive, Inc. and Cosmos Merger Sub, Inc. ("Purchaser"), providing for an offer by Purchaser to purchase all of the outstanding common stock of the Issuer (the "Offer") for $0.90 per share followed by a merger of Purchaser with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly owned subsidiary of Enghouse Interactive, Inc. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding award of restricted stock, restricted stock units and the earned portion of each performance stock unit award was vested as of immediately before the Effective Time and was canceled and converted into the right to receive an amount in cash, without interest and subject to any required withholding taxes, equal to $0.90 per share, multiplied by the number of shares of Common Stock subject to such award.