DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment (this “Post-Effective Amendment”) relates to the following Registration Statements (collectively, the
“Registration Statements”) of Datto Holding Corp. (the “Company”):
• Registration
Statement No. 333-249754, registering an aggregate of 34,934,110 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), which included (i) 25,042,648 shares of
Common Stock issuable pursuant to the Datto Holding Corp. Omnibus Incentive Plan, (ii) 9,290,688 shares of Common Stock issuable pursuant to the Amended and Restated 2017 Stock Option Plan, (iii) 23,438 shares of Common Stock issuable pursuant to
2020 Non-Employee Director RSU Agreements, and (iv) 577,336 shares of Common Stock issuable pursuant to the 2017 Autotask Option Rollover Agreements, filed with the Securities and Exchange Commission (the
“SEC”) on October 30, 2020; and
• Registration Statement
No. 333-256862, registering 3,865,849 shares of Common Stock, issuable pursuant to the Datto Holding Corp. 2021 Employee Stock Purchase Plan, filed with the SEC on June 7, 2021.
On April 11, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Knockout Parent Inc.,
a Delaware corporation and a wholly owned subsidiary of Kaseya Inc. (“Parent”), Knockout Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and, for limited purposes set forth therein,
Kaseya Holdings Inc., a Delaware corporation, and Kaseya Inc., a Delaware corporation, providing that, among other things, Merger Sub would merge with and into the Company upon the terms and subject to the conditions set forth in the Merger
Agreement, with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”).
On June 23, 2022, the Merger
became effective as a result of the filing of a Certificate of Merger with the Secretary of State of the State of Delaware (the “Effective Time”). As a result of the Merger and except as otherwise provided in the Merger Agreement, each
share of Common Stock outstanding immediately prior to the Merger was converted into the right to receive $35.50 in cash, without interest. In addition:
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each Company stock option that was unexpired, unexercised, outstanding and vested as of immediately prior to the
Effective Time or that vested in accordance with its terms as a result of the consummation of the Merger and the other transactions contemplated by the Merger Agreement (the “Transactions”) (a “Vested Option”), was, at the
Effective Time, canceled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the number of shares of Common Stock subject to such Vested Option as
of immediately prior to the Effective Time and (ii) the excess, if any, of $35.50 over the per share exercise price of such Vested Option; |
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each Company stock option that was unexpired, unexercised and outstanding as of immediately prior to the
Effective Time that was not a Vested Option (an “Unvested Option”) was, at the Effective Time, canceled and replaced with a right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the
product of (i) the aggregate number of shares of Common Stock subject to such Unvested Option and (ii) the excess, if any, of $35.50 over the per share exercise price of such Unvested Option (the “Cash Replacement Option
Amounts”), which Cash Replacement Option Amounts, subject to the holder’s continued service through the applicable vesting dates, will generally vest and become payable at the same time as the Company stock options for which the Cash
Replacement Option Amounts were exchanged and based on the same terms and conditions (including with respect to vesting) as applied to the Company stock options for which the Cash Replacement Option Amounts were exchanged; |
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each Unvested Option or Vested Option with an exercise price per share equal to or greater than $35.50 was
canceled automatically at the Effective Time for no consideration; |
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each award of restricted stock units of the Company (“RSUs”) that was outstanding immediately prior to
the Effective Time or that vested in accordance with its terms as a result of the consummation of the Transactions (a “Vested RSU”) was, at the Effective Time, canceled and converted into the right to receive an amount in cash (without
interest and subject to applicable withholding taxes) equal to the product of (i) $35.50 and (ii) the total number of shares of Common Stock subject to such Vested RSU as of immediately prior to the Effective Time; |
