Scott J. Adelson - Nov 5, 2021 Form 4 Insider Report for QAD INC (QADA, QADB)

Role: Director
Signature: /s/ Scott J. Adelson
Stock symbol: QADA, QADB
Transactions as of: Nov 5, 2021
Transactions value $: $0
Form type: 4
Date filed: 11/5/2021, 02:51 PM
Previous filing: Oct 13, 2021
Next filing: May 17, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	QADA, QADB	Class A Common Stock	Disposed to Issuer		-59.7K	-100%		0	Nov 5, 2021	Direct	F1, F2
transaction	QADA, QADB	Class B Common Stock	Disposed to Issuer		-6.27K	-100%		0	Nov 5, 2021	Direct	F1, F2

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

Scott J. Adelson is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	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.
F2	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 (each 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.

Content

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.

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 (each 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.