PAMELA M. LOPKER - 31 Aug 2021 Form 4 Insider Report for QAD INC (QADA, QADB)

Role: President, Director, 10%+ Owner
Signature: /s/ Pamela M. Lopker
Issuer symbol: QADA, QADB
Transactions as of: 31 Aug 2021
Net transactions value: -$696,200,050
Form type: 4
Filing time: 09 Nov 2021, 12:13:10 UTC
Previous filing: 24 Jun 2021
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	QADA, QADB	Common Stock	Gift	$0	-470,362	-6.1%	$0.000000	7,206,377	31 Aug 2021	See footnote 7.	F1
transaction	QADA, QADB	Common Stock	Gift	$0	-235,181	-3.3%	$0.000000	6,971,196	22 Oct 2021	See footnote 7.
transaction	QADA, QADB	Common Stock	Options Exercise		+860,000	+12%		7,831,196	05 Nov 2021	See footnote 7.	F2
transaction	QADA, QADB	Common Stock	Options Exercise		+90,000	+1.1%		7,921,196	05 Nov 2021	See footnote 7.	F3
transaction	QADA, QADB	Common Stock	Options Exercise	$0	+35,376	+0.45%	$0.000000	7,956,572	05 Nov 2021	See footnote 7.
transaction	QADA, QADB	Common Stock	Other	$269,999,975	-3,085,714	-39%	$87.50^*	4,870,858	05 Nov 2021	See footnote 7.	F4, F5
transaction	QADA, QADB	Common Stock	Disposed to Issuer	$426,200,075	-4,870,858	-100%	$87.50^*	0	05 Nov 2021	See footnote 7.	F4, F6, F7

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	QADA, QADB	Stock Appreciation Right (right to buy)	Options Exercise	$0	-860,000	-100%	$0.000000^*	0	05 Nov 2021	Common Stock	860,000		Direct	F8
transaction	QADA, QADB	Stock Appreciation Right (right to buy)	Options Exercise	$0	-90,000	-100%	$0.000000^*	0	05 Nov 2021	Common Stock	90,000		Direct	F9
transaction	QADA, QADB	Performance Stock Units	Options Exercise	$0	-35,376	-100%	$0.000000^*	0	05 Nov 2021	Common Stock	35,376		Direct	F10

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

PAMELA M. LOPKER is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Gift of shares to Lopker Family Foundation.
F2	Conversion of stock appreciation rights ("SARs") to acquire Issuer's Class A common stock. See also footnote 8.
F3	Conversion of SARs to acquire Issuer's Class B common stock. See also footnote 9.
F4	Disposition pursuant to Agreement and Plan of Merger, dated as of June 27, 2021 (the "Merger Agreement") by and among Issuer, Project Quick Parent, LLC, a Delaware limited liability company ("Parent"), and Project Quick Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into Issuer (the "Merger"), with Issuer surviving the Merger as a wholly owned subsidiary of Parent.
F5	In connection with the Merger described in footnote 6, and pursuant to that certain Contribution and Exchange Agreement, dated June 27, 2021, by and between Project Quick Ultimate Parent, LP, a Delaware limited partnership ("Parent"), and Pamela M. Lopker, The Lopker Living Trust dated November 18, 2013, and the Estate of Karl F. Lopker (collectively, the "Rollover Investor"), the Rollover Investor contributed such shares (the "Rollover Shares") to Parent.
F6	In the Merger, each share of Issuer's Class A Common Stock and Class B Common Stock (together, the "Shares") (other than Shares issued and held by Issuer or any of its direct or indirect wholly owned subsidiaries immediately prior to the Merger effective time, Shares owned by Parent, Merger Sub or any of their respective direct or indirect wholly owned subsidiaries immediately prior to the Merger effective time, Rollover Shares and Dissenting Shares (as defined in Issuer's proxy statement)), issued and outstanding immediately prior to the Merger effective time was cancelled and converted into the right to receive from Parent $87.50 per share in cash, without interest and less any applicable withholding taxes, subject to and in accordance with the terms and conditions of the Merger Agreement.
F7	Shares reported herein, including shares disposed of pursuant to the Merger Agreement and ancillary agreements by the Reporting Person, consist of all shares of Class A common stock and Class B common stock held by Pamela M. Lopker, the Lopker Living Trust, and the Estate of Karl M. Lopker.
F8	SARs to acquire Issuer's Class A Common Stock. SARs for (i) 160,000 shares, exercise price $19.12, exercisable June 24, 2017, expiration June 14, 2024; (ii) 160,000 shares, exercise price $22.18, exercisable June 11, 2015, expiration June 11, 2022; (iii) 160,000 shares, exercise price $26.11, exercisable June 9, 2016, expiration June 9, 2023; (iv) 190,000 shares, exercise price $31.65, exercisable June 13, 2018, expiration June 13, 2025; and (v) 190,000 shares, exercise price $53.50, exercisable June 11, 2019, expiration June 11, 2026.
F9	SARs to acquire Issuer's Class B Common Stock. SARs for (i) 30,000 shares, exercise price $16.07, exercisable June 24, 2017, expiration June 14, 2024; (ii) 30,000 shares, exercise price $18.80, exercisable June 11, 2015, expiration June 11, 2022; and (iii) 30,000 shares, exercise price $21.25, exercisable June 9, 2016, expiration June 9, 2023.
F10	Not applicable.