Edgar Filing: CVENT INC

Ownership Submission

FORM 4

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Ghoorah Charles V.

2. Issuer Name and Ticker or Trading Symbol
CVENT INC [CVT]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
President of Sales & Marketing

(Last)

(First)

(Middle)

C/O CVENT INC, 1765 GREENSBORO STATION PLACE,7TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
11/29/2016

(Street)

TYSONS CORNER, VA 22102

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/29/2016		D		215,784 ⁽¹⁾ ⁽²⁾	D	⁽²⁾	0	D
Common Stock	11/29/2016		J⁽³⁾		13,888	D	$ 36	99,612	I	See Footnote ⁽⁴⁾
Common Stock	11/29/2016		D		99,612	D	⁽⁵⁾	0	I	See Footnote ⁽⁴⁾
Common Stock	11/29/2016		J⁽⁶⁾		97,222	D	$ 36	808,153	I	See Footnote ⁽⁷⁾
Common Stock	11/29/2016		D		808,153	D	⁽⁵⁾	0	I	See Footnote ⁽⁷⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy)

$ 1.8

11/29/2016

37,381

⁽⁸⁾

03/11/2021

Common Stock

37,381

⁽⁸⁾

Employee Stock Option (Right to Buy)

$ 27.84

11/29/2016

76,982

⁽⁸⁾

12/31/2024

Common Stock

76,982

⁽⁸⁾

Employee Stock Option (Right to Buy)

$ 32.43

11/29/2016

26,622

⁽⁸⁾

10/15/2025

Common Stock

26,622

⁽⁸⁾

Employee Stock Option (Right to Buy)

$ 21.73

11/29/2016

88,794

⁽⁸⁾

04/06/2026

Common Stock

88,794

⁽⁸⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Ghoorah Charles V. C/O CVENT INC 1765 GREENSBORO STATION PLACE,7TH FLOOR TYSONS CORNER, VA 22102			President of Sales & Marketing

Signatures

/s/ Lawrence Samuelson, Attorney-in-Fact		12/01/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Includes 75,699 unvested Restricted Stock Units ("Unvested RSUs"). Pursuant to that certain Agreement and Plan of Merger, dated April 17, 2016, between the Issuer, Papay Holdco, LLC ("Parent") and Papay Merger Sub, Inc. (the "Merger Agreement"), of these Unvested RSUs, (x) the Unvested RSUs that were scheduled to vest before April 1, 2017 were cancelled in the merger in exchange for a cash payment of $36.00 per unit; (y) the Unvested RSUs that were scheduled to vest between April 1, 2017 and December 31, 2017 will vest pursuant to their existing vesting schedules and will be entitled to receive a cash payment of $36.00 per unit on their applicable vesting dates; and (z) the Unvested RSUs that were schedule to vest on or after January 1, 2018 will vest on January 1, 2018 and will receive a cash payment of $36.00 per unit on such date. These transactions were exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3 promulgated thereunder.
(2)	The common stock was disposed of pursuant to the Merger Agreement in exchange for a cash payment of $36.00 per share. This transaction was exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3 promulgated thereunder.
(3)	Pursuant to a Rollover Contribution Agreement ("Rollover Contribution Agreement"), by and between Parent and the Charles V. Ghoorah Irrevocable Trust (2013), the Charles V. Ghoorah Irrevocable Trust (2013) contributed these shares of common stock to Parent in exchange for a number of Parent's limited partnership interests calculated pursuant to the Rollover Contribution Agreement, effective as of the Effective Time (as defined in the Merger Agreement), at a value of $36.00 per share. This transaction was exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3 promulgated thereunder.
(4)	The shares were held directly by Charles V. Ghoorah Irrevocable Trust (2013), for which the Reporting Person serves as trustee. The Reporting Person disclaims beneficial ownership of the shares held by said Trust, and this report should not be deemed an admission that the Reporting Person was the beneficial owner of said Trust's shares for purposes of Section 16 or for any other purpose.
(5)	Disposed of pursuant to the Merger Agreement, in exchange for a cash payment of $36.00 per share. This transaction was exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3 promulgated thereunder.
(6)	Pursuant to a Rollover Contribution Agreement, by and between Parent and the Charles Vijendra Ghoorah Irrevocable Trust (2013), the Charles Vijendra Ghoorah Irrevocable Trust (2013) contributed these shares of common stock to Parent in exchange for a number of Parent's limited partnership interests calculated pursuant to the Rollover Contribution Agreement, effective as of the Effective Time, at a value of $36.00 per share. This transaction was exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3 promulgated thereunder.
(7)	The shares were held directly by the Charles Vijendra Ghoorah Irrevocable Trust (2013), for which the Reporting Person serves as trustee.
(8)	Pursuant to the Merger Agreement, this employee stock option was cancelled in exchange for a cash amount equal to the difference between $36.00 per share and the exercise price per share of the option, less applicable withholding taxes. This transaction was exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3 promulgated thereunder.

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