ATTORNEY-CLIENT PRIVILEGED ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP
599 Lexington Avenue New York, NY 10022
INTERNAL MEMORANDUM WITH ATTACHED FILING FORMS AND COVER TRANSMITTAL
Date Prepared: July 19, 2024
RE: Section 16 Reporting — Form 3 / Form 4 Filings for Officers and Directors of Cloudium Technologies plc (Surviving Entity)
Matter Number: 1041-00003
Client: Solara Digital Infrastructure LP, 1200 Market Street, Suite 3400, Wilmington, DE 19801
Transaction: Acquisition of Cloudium Technologies plc (Nasdaq: CLDM) by Solara Digital Infrastructure Fund VI LP via reverse triangular merger with Stratos Merger Sub Inc.
Prepared by: Andrew Fitzpatrick, Working Associate, Mergers & Acquisitions
Reviewed by: Tiffany Rosenthal, Lead Associate, Mergers & Acquisitions Harrison Wexford, Responsible Partner, Mergers & Acquisitions
Filing Deadline: Within 10 calendar days of closing (closing: July 9, 2024; deadline: July 19, 2024)
Filing Date: July 19, 2024
This memorandum is protected by the attorney-client privilege and constitutes attorney work product. It is intended solely for the use of the persons identified on the distribution list set forth in Section XI hereof. Any distribution, copying, or disclosure of this memorandum or its contents to persons not so identified is strictly prohibited without the prior written consent of Calderwood & Harkness LLP.
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I. INTRODUCTION AND BACKGROUND
A. Purpose of Memorandum
This memorandum describes and documents the Section 16 reporting obligations arising from the closing of the reverse triangular merger of Stratos Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of Solara Digital Infrastructure Fund VI LP, with and into Cloudium Technologies plc, a public limited company incorporated under the laws of England and Wales (Company No. 09734521), which closed on July 9, 2024, with an effective time of 11:59 PM Eastern Time (the "Effective Time"). Prior to the closing, Cloudium Technologies plc ("Cloudium" or the "Company") was listed on the Nasdaq Global Select Market under the ticker symbol "CLDM."
The merger was consummated pursuant to the Agreement and Plan of Merger, dated January 22, 2024 (the "Merger Agreement"), among Cloudium Technologies plc, Stratos Merger Sub Inc., and Solara Digital Infrastructure Fund VI LP ("Fund VI" or the "Purchaser"). At the Effective Time, each outstanding share of Cloudium common stock was converted into the right to receive merger consideration of $36.92 per share in cash (the "Per Share Price"), without interest, resulting in an aggregate implied equity value of approximately $6,800,000,000 (the "Aggregate Deal Value"), except for (i) shares held by Jonathan Hargrove, who entered into a Rollover Agreement dated January 22, 2024, pursuant to which he rolled over approximately 50% of his holdings into equity interests of the surviving entity, and (ii) shares held by Pinnacle Growth Ventures LLC, which entered into a separate Rollover Agreement of the same date, pursuant to which it rolled over approximately 60% of its holdings into equity interests of the surviving entity.
Following the merger, Cloudium survives as a wholly owned subsidiary of Solara Digital Infrastructure Fund VI LP (EIN 87-4523190), subject to the dilutive effect of the rollover equity interests issued to the aforementioned rollover participants. A new board of directors and new officers were appointed by written consent of the surviving corporation's board, effective as of the Effective Time on July 9, 2024.
Form 25 was filed with the Securities and Exchange Commission (the "SEC") on July 10, 2024, to effect the delisting of CLDM from the Nasdaq Global Select Market. A Form 15 filing to suspend the Company's reporting obligations under Sections 13 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is expected to be filed on or about July 30, 2024. Notwithstanding the anticipated deregistration and the filing of the Form 25, Section 16 reporting obligations continue until the effective date of the Form 15 filing. Accordingly, initial filings for newly appointed officers and directors of the surviving entity, as well as any transaction reports related to the merger-related disposition and acquisition of equity securities, must be made on a timely basis.
This memorandum sets forth the legal framework for the required filings, identifies the Section 16 reporting persons, provides a detailed filing matrix for both Form 3 and Form 4 filings, summarizes the substance of each filing, addresses open logistical and coordination items, and attaches as exhibits the completed and filed forms, executed powers of attorney, and EDGAR filing confirmations.
B. Transaction Summary
The following is a concise summary of the transaction structure and timeline relevant to the Section 16 analysis:
• Merger Agreement Execution: January 22, 2024. The Merger Agreement was entered into among Cloudium Technologies plc, as the target, Stratos Merger Sub Inc., as the acquisition vehicle, and Solara Digital Infrastructure Fund VI LP, as the buyer. Concurrently with the execution of the Merger Agreement, Rollover Agreements were executed by Jonathan Hargrove and Pinnacle Growth Ventures LLC, respectively, providing for the contribution of a portion of their Cloudium shares into the equity capital structure of the surviving entity in lieu of receiving the Per Share Price for such contributed shares.
• Stockholder Approval: The special meeting of Cloudium's stockholders was held on June 14, 2024. The merger proposal was approved by the holders of approximately 82.7% of the outstanding shares entitled to vote, exceeding the required majority threshold.
• Regulatory Approvals: All required regulatory approvals, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (early termination of the waiting period was granted on April 29, 2024), approval from the Committee on Foreign Investment in the United States (CFIUS clearance received on June 21, 2024), and applicable foreign regulatory approvals, were obtained prior to closing.
• Closing and Effective Time: The closing of the merger occurred on July 9, 2024. The Certificate of Merger was filed with the Secretary of State of the State of Delaware at 11:59 PM Eastern Time on July 9, 2024, at which time the merger became effective.
• Post-Closing Board and Officer Appointments: Immediately following the Effective Time, the board of directors of the surviving corporation, acting by written consent, appointed a new board of directors and new officers, each effective as of July 9, 2024. These newly appointed individuals constitute the Section 16 reporting persons with respect to the surviving entity for purposes of the required filings described herein.
• Section 16 Insiders: The Section 16 insiders of the surviving entity include all newly appointed directors and officers who are deemed to be such under Section 16(a) of the Exchange Act and Rule 16a-1(f) promulgated thereunder, as identified in detail in Section II below.
C. Applicable Legal Framework
The following is a summary of the principal legal authorities governing the filings described in this memorandum:
Section 16(a) of the Exchange Act. Section 16(a) requires every person who is directly or indirectly the beneficial owner of more than 10% of any class of equity securities registered pursuant to Section 12 of the Exchange Act, and every person who is a director or officer (as defined in Rule 16a-1(f)) of the issuer of such securities, to file with the SEC statements of beneficial ownership. Section 16(a) imposes an initial reporting obligation (Form 3) and an ongoing obligation to report changes in beneficial ownership (Form 4).
Form 3 — Initial Statement of Beneficial Ownership. Pursuant to Rule 16a-3(a), every person who becomes a director or officer of an issuer with a class of equity securities registered under Section 12 of the Exchange Act is required to file a Form 3 (Initial Statement of Beneficial Ownership of Securities) with the SEC within ten (10) calendar days of the event giving rise to such person's status as a director or officer. The Form 3 must disclose all equity securities of the issuer beneficially owned, both directly and indirectly, by the reporting person as of the date of the event requiring the filing.
Form 4 — Statement of Changes in Beneficial Ownership. Pursuant to Rule 16a-3(g), any change in the beneficial ownership of equity securities of an issuer by a Section 16 reporting person must be reported on Form 4, which must generally be filed within two (2) business days of the date of the transaction giving rise to the reporting obligation. However, where the change in beneficial ownership occurs in connection with the assumption of officer or director status — for example, as a result of a merger-related disposition or acquisition of securities occurring simultaneously with the appointment of the reporting person as an officer or director — the initial Form 3 filing deadline (i.e., ten calendar days) governs the timing for reporting such transactions. Accordingly, the Form 4 filings for the merger-related transactions described herein are due on the same date as the Form 3 filings: July 19, 2024.
Continuing Effectiveness of Section 12 Registration. Although Cloudium's common stock has been delisted from the Nasdaq Global Select Market and Form 25 was filed on July 10, 2024 to withdraw the Section 12(b) registration, the Section 12 registration remains technically effective until the Form 15 is filed and becomes effective. Under Rule 12g-4 of the Exchange Act, the filing of a Form 15 operates to suspend the issuer's reporting obligations immediately upon filing, but Section 16 obligations are not suspended until 90 days after the filing of the Form 15 (unless the SEC grants an application for acceleration of effectiveness). As of the date of this memorandum, the Form 15 has not yet been filed. Accordingly, Section 16 obligations persist, and all required Form 3 and Form 4 filings must be made.
Rule 16a-3 — Electronic Filing. All Section 16 reports are required to be filed electronically through the SEC's Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system. Each reporting person must have active EDGAR access credentials, including a Central Index Key (CIK) number and appropriate filing codes. Where a reporting person has designated an authorized agent or attorney-in-fact to file on such person's behalf, the filing agent must also have the appropriate EDGAR access credentials and must file pursuant to a valid power of attorney.
Rule 16a-1(a)(2) — Beneficial Ownership. For purposes of Section 16, a person is deemed the beneficial owner of equity securities over which such person directly or indirectly has or shares voting power or investment power. This includes securities held by entities controlled by the reporting person, which may give rise to reportable indirect beneficial ownership. The attribution of beneficial ownership through layers of general partner and investment manager relationships is specifically relevant to the filings for Marcus Elliston, Priya Narasimhan, and Evelyn Carmichael, as discussed in Sections III.C and III.D below.
II. IDENTIFICATION OF SECTION 16 REPORTING PERSONS
A. Newly Appointed Directors of the Surviving Corporation
The following individuals were appointed as directors of Cloudium Technologies plc (as the surviving corporation following the merger) by written consent of the board of directors of the surviving corporation, effective as of July 9, 2024:
1. Marcus Elliston — Director. Mr. Elliston is the Founder and Managing Partner of Solara Digital Infrastructure LP, the management company of Fund VI. He serves as a director of the surviving entity as a designee of Fund VI. His business address is 1200 Market Street, Suite 3400, Wilmington, DE 19801.
2. Priya Narasimhan — Director. Ms. Narasimhan is the Co-Managing Partner and Chief Investment Officer of Solara Digital Infrastructure LP. She serves as a director of the surviving entity as a designee of Fund VI. Her business address is 1200 Market Street, Suite 3400, Wilmington, DE 19801.
3. Evelyn Carmichael — Director. Ms. Carmichael is the Managing Member of Pinnacle Growth Ventures LLC, a growth equity investment vehicle that was a significant pre-closing stockholder of Cloudium and a rollover participant in the merger transaction. She serves as a director of the surviving entity as a designee of Pinnacle Growth Ventures LLC. Her business address is 777 Third Avenue, 28th Floor, New York, NY 10017.
Note Regarding Douglas Pemberton: Douglas Pemberton, who served as the Independent Board Chair of Cloudium prior to the closing, was not re-appointed to the board of directors of the surviving corporation. Mr. Pemberton's continuing role is limited to serving as the Stockholder Representative under the Stockholder Representative Agreement, dated January 22, 2024, entered into in connection with the Merger Agreement. In his capacity as Stockholder Representative, Mr. Pemberton does not hold an officer or director position with the surviving entity and is not a Section 16 reporting person.
B. Newly Appointed Officers of the Surviving Corporation
The following individuals were appointed as officers of Cloudium Technologies plc (as the surviving corporation) by written consent of the board of directors of the surviving corporation, effective as of July 9, 2024. Each of these individuals served in the same capacity with Cloudium prior to the closing and continues in such capacity with the surviving entity:
1. Jonathan Hargrove — Chief Executive Officer (continuing). Mr. Hargrove is a rollover shareholder who held 7,736,400 shares of Cloudium common stock prior to the closing, representing approximately 4.2% of the 184,200,000 shares then outstanding. Pursuant to the Rollover Agreement, dated January 22, 2024, between Mr. Hargrove and Fund VI, Mr. Hargrove rolled over 50% of his shares (3,868,200 shares, equivalent to approximately $142,814,544 in value at the Per Share Price) into equity interests of the surviving entity, with the remaining 50% of his shares (3,868,200 shares) converting into cash merger consideration at the Per Share Price. His business address is 600 Townsend Street, Suite 800, San Francisco, CA 94103.
2. Sienna Whitfield — Chief Financial Officer (continuing). Ms. Whitfield served as Chief Financial Officer of Cloudium prior to the closing and continues in such capacity with the surviving entity. All of her pre-closing equity in the Company (including vested stock options and restricted stock units) was converted into cash merger consideration at the Per Share Price. Her business address is 600 Townsend Street, Suite 800, San Francisco, CA 94103.
3. Nadia Chowdhury — General Counsel and Secretary (continuing). Ms. Chowdhury served as General Counsel and Secretary of Cloudium prior to the closing and continues in such capacity with the surviving entity. All of her pre-closing equity in the Company (including vested stock options and restricted stock units) was converted into cash merger consideration at the Per Share Price. Her business address is 600 Townsend Street, Suite 800, San Francisco, CA 94103.
C. Departing Section 16 Insiders
Pre-closing directors and officers of Cloudium who are not continuing in Section 16 positions with the surviving entity are not required to file initial Form 3 statements. However, to the extent that any such persons held equity positions in Cloudium at the time of the merger, the conversion of such equity into the $36.92 Per Share Price merger consideration constitutes a disposition that may be reportable on Form 4, provided that such transactions occurred while the Section 12 registration of CLDM common stock remained effective.
The deal team has coordinated with Ridgeway Phelps & Sato LLP (Catherine Answorth, lead M&A partner), counsel to Cloudium in the merger transaction, regarding any final Form 4 filings that may be required for departing insiders. Ridgeway Phelps & Sato LLP has confirmed that it is handling all such filings on behalf of departing insiders and that such filings are being prepared for submission in accordance with applicable deadlines. Calderwood & Harkness LLP bears no responsibility for the preparation, accuracy, or timely filing of such departing-insider Form 4 filings; our scope is limited to the filings for newly appointed directors and officers of the surviving entity, as described herein.
III. FILING MATRIX — FORM 3 (INITIAL STATEMENTS OF BENEFICIAL OWNERSHIP)
A. Overview
Form 3 (Initial Statement of Beneficial Ownership of Securities) is being filed for each of the six newly designated directors and officers of the surviving entity identified in Section II above. The relevant filing parameters are as follows:
• Filing Date: July 19, 2024 (within 10 calendar days of the closing date of July 9, 2024)
• Issuer: Cloudium Technologies plc
• Issuer CIK Number: As on file with the SEC (to be confirmed upon filing)
• Issuer EIN (US Taxpayer Identification Number): 83-2196754
• Issuer Ticker Symbol: CLDM (delisted from the Nasdaq Global Select Market effective upon the effectiveness of Form 25, but Section 12 registration still effective as of the date of filing)
• Date of Event Requiring Statement: July 9, 2024 (date of appointment as director or officer of the surviving entity)
B. Filing Detail Table
The following table sets forth the Form 3 filing details for each reporting person:
C. Analysis of Indirect Beneficial Ownership — Fund-Level Attribution (Elliston and Narasimhan)
Marcus Elliston and Priya Narasimhan each hold senior positions within the Solara organizational structure and, through their respective roles, may be deemed to have indirect beneficial ownership of equity securities of Cloudium's surviving entity held by Fund VI.
Organizational Chain. The ownership and control chain relevant to the attribution analysis is as follows:
• Solara Digital Infrastructure Fund VI LP ("Fund VI") — Holds 100% of the equity interests of the surviving entity (subject to dilution from the rollover interests issued to Jonathan Hargrove and Pinnacle Growth Ventures LLC). Fund VI made an aggregate equity contribution of approximately $2,832,888,096 in connection with the merger.
• Solara Fund VI GP LLC — General partner of Fund VI. As the general partner, Solara Fund VI GP LLC exercises voting and investment power over Fund VI's portfolio investments, including Fund VI's equity interest in the surviving entity.
• Solara Digital Infrastructure LP ("SDILP") — The sole member of Solara Fund VI GP LLC. SDILP is the management company of the Solara fund platform.
• Solara Digital GP LLC — General partner of SDILP. Marcus Elliston, as Founder and Managing Partner, and Priya Narasimhan, as Co-Managing Partner and Chief Investment Officer, each exercise shared voting and investment power through the governance arrangements of Solara Digital GP LLC.
Attribution Analysis. Under Rule 16a-1(a)(2), a person is deemed the beneficial owner of securities held by an entity if such person has or shares voting or investment power with respect to such securities. Through the chain of general partner relationships described above, both Elliston and Narasimhan exercise (or share) voting and investment power over the equity securities of the surviving entity held by Fund VI. Accordingly, they may be deemed to have indirect beneficial ownership of such securities for purposes of Section 16 reporting.
Practical Considerations. However, it is important to note that, as of the Effective Time, the CLDM common stock has been converted into merger consideration. The surviving entity's equity interests are not a registered class of equity securities under Section 12 of the Exchange Act, and the Section 16 reporting obligation relates solely to the formerly registered CLDM common stock. Because all shares of CLDM common stock have been extinguished in the merger, the Form 3 filings for Elliston and Narasimhan will reflect no direct ownership and will include appropriate footnote disclosure regarding their indirect ownership through Fund VI and the associated GP entities. The footnotes will disclose the nature of the GP chain, the roles of Elliston and Narasimhan within that chain, and a disclaimer of beneficial ownership except to the extent of any pecuniary interest therein.
Co-Investment Vehicle. Additionally, Solara Digital Co-Invest VI-A LP, a co-investment vehicle that contributed approximately $425,000,000 alongside Fund VI in the merger financing, also holds equity interests in the surviving entity through Fund VI's capital structure. To the extent that Elliston or Narasimhan may be deemed to exercise voting or investment power over the co-investment vehicle's holdings (e.g., through management arrangements or GP relationships), such indirect interest will also be disclosed in the applicable footnotes to the Form 3 filings.
D. Analysis of Indirect Beneficial Ownership — Evelyn Carmichael / Pinnacle Growth Ventures LLC
Evelyn Carmichael, in her capacity as Managing Member of Pinnacle Growth Ventures LLC ("Pinnacle"), may be deemed to beneficially own the rollover equity held by Pinnacle in the surviving entity.
Pre-Closing Holdings. Prior to the closing, Pinnacle held 21,367,200 shares of Cloudium common stock, representing approximately 11.6% of the 184,200,000 shares outstanding. Pinnacle was a significant stockholder of Cloudium and participated in the rollover arrangement negotiated in connection with the Merger Agreement.
Rollover and Cash-Out. Pursuant to the Rollover Agreement dated January 22, 2024, between Pinnacle and Fund VI, Pinnacle rolled over 60% of its Cloudium shares (12,820,320 shares, with a value equivalent to approximately $473,241,408 at the Per Share Price) into equity interests of the surviving entity. The remaining 40% of Pinnacle's shares (8,546,880 shares) were cashed out at the Per Share Price of $36.92 per share, for aggregate cash consideration of approximately $315,510,810.
Attribution to Carmichael. As Managing Member of Pinnacle, Ms. Carmichael exercises voting and investment power over Pinnacle's assets, including the rollover equity interests in the surviving entity. Under Rule 16a-1(a)(2), Ms. Carmichael may therefore be deemed the indirect beneficial owner of such rollover equity interests. Her Form 3 filing will report indirect beneficial ownership through Pinnacle, with appropriate footnotes identifying Ms. Carmichael as Managing Member of Pinnacle with voting and investment power over the rollover equity, and will include a disclaimer of beneficial ownership except to the extent of her pecuniary interest therein.
IV. FILING MATRIX — FORM 4 (STATEMENTS OF CHANGES IN BENEFICIAL OWNERSHIP)
A. Overview
Form 4 (Statement of Changes in Beneficial Ownership of Securities) is required for any changes in beneficial ownership of equity securities of the issuer by a Section 16 reporting person. In the context of the merger transaction, the conversion of Cloudium common stock into merger consideration (whether cash or rollover equity) constitutes a disposition of CLDM shares that is reportable on Form 4 for those reporting persons who held Cloudium equity prior to the closing.
Based on the analysis set forth in Section II above, Form 4 filings are required for two reporting persons: (i) Jonathan Hargrove, whose direct pre-closing holdings of CLDM shares were converted in the merger, and (ii) Evelyn Carmichael, whose indirect pre-closing holdings through Pinnacle Growth Ventures LLC were similarly converted. For the remaining reporting persons (Elliston, Narasimhan, Whitfield, and Chowdhury), no Form 4 filing is required, for the reasons discussed in Section IV.D below.
B. Jonathan Hargrove — Form 4
Pre-Closing Holdings: Jonathan Hargrove held 7,736,400 shares of Cloudium common stock (CLDM) in his own name as of immediately prior to the Effective Time, representing approximately 4.2% of the 184,200,000 shares then outstanding.
Transaction at Closing (July 9, 2024):
• Disposition: All 7,736,400 shares of CLDM common stock held by Mr. Hargrove were converted in the merger at the Effective Time.
• Consideration Received — Cash: 50% of Mr. Hargrove's shares (3,868,200 shares) were converted into cash merger consideration at the Per Share Price of $36.92 per share, for aggregate cash proceeds of approximately $142,814,544.
• Consideration Received — Rollover Equity: The remaining 50% of Mr. Hargrove's shares (3,868,200 shares) were contributed into the equity capital structure of the surviving entity pursuant to the Rollover Agreement dated January 22, 2024, in exchange for equity interests in the surviving entity with a value of approximately $142,814,544 (based on the Per Share Price).
Form 4 Reporting Detail: The Form 4 will report the disposition of 7,736,400 shares of CLDM common stock in Table I (Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned) with the following key elements:
• Transaction Code: "M" (acquisition or disposition of securities pursuant to a merger)
• Price Per Share: $36.92
• Post-Transaction Holdings: 0 shares of CLDM common stock (all shares converted in the merger)
• Footnote Disclosure: The Form 4 will include a footnote explaining that the disposition was effected pursuant to the Agreement and Plan of Merger dated January 22, 2024; that 50% of the shares (3,868,200 shares) received cash consideration at $36.92 per share; and that 50% of the shares (3,868,200 shares) were converted into equity interests of the surviving entity per the Rollover Agreement dated January 22, 2024. The footnote will further note that the surviving entity equity interests are not registered under Section 12 of the Exchange Act.
Filing Date: July 19, 2024.
Combined Form 3 / Form 4: The Form 3 and Form 4 for Mr. Hargrove will be filed simultaneously. The Form 3 will reflect Mr. Hargrove's post-transaction ownership (i.e., rollover equity interests in the surviving entity), while the Form 4 will report the merger-related transaction. Alternatively, a single Form 3 may be filed reflecting post-transaction ownership, accompanied by a separate Form 4 reporting the merger-related disposition. We have elected to file both forms separately for clarity of disclosure.
C. Evelyn Carmichael (on behalf of Pinnacle Growth Ventures LLC) — Form 4
Pre-Closing Holdings (Indirect Through Pinnacle): As Managing Member of Pinnacle Growth Ventures LLC, Evelyn Carmichael was deemed to be the indirect beneficial owner of 21,367,200 shares of CLDM common stock held by Pinnacle as of immediately prior to the Effective Time, representing approximately 11.6% of the 184,200,000 shares then outstanding.
Transaction at Closing (July 9, 2024):
• Disposition: All 21,367,200 shares of CLDM common stock held by Pinnacle were converted in the merger at the Effective Time.
• Consideration Received — Cash: 40% of Pinnacle's shares (8,546,880 shares) were converted into cash merger consideration at the Per Share Price of $36.92 per share, for aggregate cash proceeds of approximately $315,510,810.
• Consideration Received — Rollover Equity: The remaining 60% of Pinnacle's shares (12,820,320 shares) were contributed into the equity capital structure of the surviving entity pursuant to the Rollover Agreement dated January 22, 2024, in exchange for equity interests in the surviving entity with a value of approximately $473,241,408 (based on the Per Share Price).
Form 4 Reporting Detail: The Form 4 will report the disposition of 21,367,200 shares of CLDM common stock (indirect, held through Pinnacle Growth Ventures LLC) in Table I with the following key elements:
• Transaction Code: "M" (acquisition or disposition of securities pursuant to a merger)
• Price Per Share: $36.92
• Nature of Indirect Beneficial Ownership: Pinnacle Growth Ventures LLC
• Post-Transaction Holdings: 0 shares of CLDM common stock (all shares converted in the merger)
• Footnote Disclosure: The Form 4 will include a footnote explaining that the disposition was effected pursuant to the Agreement and Plan of Merger dated January 22, 2024; that 60% of the shares (12,820,320 shares) were converted into equity interests of the surviving entity per the Rollover Agreement dated January 22, 2024; that 40% of the shares (8,546,880 shares) received cash consideration at $36.92 per share; and that the reporting person is the Managing Member of Pinnacle Growth Ventures LLC and exercises voting and investment power over the securities held by Pinnacle. The footnote will further include a disclaimer of beneficial ownership except to the extent of the reporting person's pecuniary interest therein.
Filing Date: July 19, 2024.
D. Other Reporting Persons
Marcus Elliston and Priya Narasimhan. Neither Mr. Elliston nor Ms. Narasimhan held any individual pre-closing holdings of CLDM shares. Their indirect interest through Fund VI arose only at the Effective Time, concurrently with their appointment as directors of the surviving entity. Because they did not experience a change in beneficial ownership (i.e., they did not hold, and then dispose of or acquire, any equity securities), no Form 4 filing is required. Form 3 only.
Sienna Whitfield. Based on information confirmed with Ridgeway Phelps & Sato LLP (Catherine Answorth), Ms. Whitfield's pre-closing equity holdings consisted solely of standard compensatory equity awards (stock options and restricted stock units granted under Cloudium's equity incentive plans), all of which fully vested and were cancelled in exchange for the Per Share Price merger consideration at the Effective Time. Because Ms. Whitfield was not a Section 16 reporting person of Cloudium immediately prior to the closing (she was an officer, but the question is whether her conversion transactions require a Form 4 in her capacity as a new reporting person of the surviving entity), and because the conversion of her equity awards into cash consideration occurred simultaneously with her assumption of officer status with the surviving entity, the initial Form 3 filing will reflect zero beneficial ownership and no separate Form 4 is believed to be required. However, out of an abundance of caution, the deal team has confirmed with target's counsel that all of Ms. Whitfield's pre-closing equity was cashed out and that no residual equity positions remain. If any reportable securities were held by Ms. Whitfield pre-closing in her capacity as an officer of Cloudium (as distinguished from her capacity as a new reporting person of the surviving entity), any required Form 4 for the disposition of such securities would be handled by Ridgeway Phelps & Sato LLP as part of the departing-insider filings.
Nadia Chowdhury. The same analysis applies to Ms. Chowdhury. Based on confirmation from target's counsel, all of Ms. Chowdhury's pre-closing equity (stock options and restricted stock units) was fully vested and cashed out at the Per Share Price. No Form 4 is required for Ms. Chowdhury in connection with the closing. Any required departing-insider Form 4 filing is being handled by Ridgeway Phelps & Sato LLP.
V. FILING LOGISTICS AND EDGAR MATTERS
A. EDGAR Access
Each new reporting person must have an active EDGAR CIK number and valid filing codes (including an EDGAR access code, CIK confirmation code, and password) in order for Section 16 filings to be submitted electronically. The following steps were taken to ensure EDGAR readiness for all reporting persons:
• Marcus Elliston, Priya Narasimhan, and Evelyn Carmichael: As newly appointed directors who did not previously serve as officers or directors of a public company subject to Section 16 reporting, none of these individuals had pre-existing EDGAR filing credentials. Form ID applications were prepared and submitted to the SEC on behalf of each of these three individuals on July 12, 2024. EDGAR access codes were received and activated on July 15, 2024. All three individuals now have active EDGAR accounts.
• Evelyn Carmichael / Pinnacle Growth Ventures LLC: We have determined that Ms. Carmichael will file individually as the reporting person, with Pinnacle Growth Ventures LLC disclosed as the entity through which she holds indirect beneficial ownership. This approach is consistent with SEC guidance on individual versus entity-level filings and is the standard practice for Section 16 filings by individuals who exercise voting and investment power over securities held by an entity.
• Jonathan Hargrove, Sienna Whitfield, and Nadia Chowdhury: As continuing officers who previously served in the same capacities with Cloudium when it was a publicly traded company, each of these individuals already had active EDGAR access credentials from pre-closing Section 16 filings. We have confirmed that their existing credentials remain current and functional. No new Form ID applications were required.
B. Power of Attorney
In order to authorize Calderwood & Harkness LLP (acting through Andrew Fitzpatrick or other designated filing agents) to file Section 16 reports on behalf of each reporting person, executed powers of attorney were obtained from all six reporting persons. The standard Form POA used for this purpose authorizes the designated attorney-in-fact to prepare, execute, and file with the SEC, on behalf of the reporting person, any and all Forms 3, 4, and 5 required under Section 16(a) of the Exchange Act, and any amendments thereto, in connection with the reporting person's status as a director or officer of Cloudium Technologies plc.
The following executed powers of attorney have been obtained and are attached hereto as Exhibit C:
1. Power of Attorney — Marcus Elliston (executed July 18, 2024)
2. Power of Attorney — Priya Narasimhan (executed July 18, 2024)
3. Power of Attorney — Evelyn Carmichael (executed July 18, 2024)
4. Power of Attorney — Jonathan Hargrove (executed July 17, 2024)
5. Power of Attorney — Sienna Whitfield (executed July 17, 2024)
6. Power of Attorney — Nadia Chowdhury (executed July 17, 2024)
C. Filing Mechanics
All Form 3 and Form 4 filings described in this memorandum have been filed electronically via the SEC's EDGAR system on July 19, 2024. The following parameters apply to each filing:
• Issuer Name: Cloudium Technologies plc
• Issuer CIK: As on file with the SEC (referenced in each individual filing)
• Issuer Ticker Symbol: CLDM
• Filing Fee: None. Section 16 reports filed pursuant to Section 16(a) of the Exchange Act are not subject to SEC filing fees.
• Filing Format: Each form was prepared using EDGAR-compatible SGML/XML formatting and submitted through the EDGAR Online Forms website, using the reporting person's EDGAR access codes (or the filing agent's codes, as authorized by the applicable power of attorney).
• Confirmation: EDGAR system-generated filing receipts and acceptance confirmations have been obtained for all eight filings (six Form 3 filings and two Form 4 filings). Copies of these confirmations are attached hereto as Exhibit D.
• Record Retention: Copies of all filed forms, together with supporting documentation (including executed powers of attorney, EDGAR filing receipts, and this memorandum), are being maintained in the closing binder for Matter No. 1041-00003.
D. Timing
The filing timeline is summarized as follows:
• Closing Date: July 9, 2024 (Effective Time: 11:59 PM ET)
• Event Giving Rise to Reporting Obligation: Appointment of directors and officers of the surviving corporation, effective July 9, 2024
• Filing Deadline — Form 3: July 19, 2024 (10 calendar days after the date of the event giving rise to the reporting obligation, pursuant to Rule 16a-3(a))
• Filing Deadline — Form 4: For merger-related transactions occurring simultaneously with the assumption of insider status, the Form 3 filing deadline of 10 calendar days governs. Accordingly, the Form 4 filing deadline is also July 19, 2024.
• Actual Filing Date: All eight filings (six Form 3s and two Form 4s) were prepared and filed on July 19, 2024, the final day of the 10-calendar-day filing period.
VI. FORM 3 — COMPLETED FILINGS (SUMMARY OF EACH)
Set forth below is a summary of the substance of each Form 3 filing submitted on July 19, 2024. Complete copies of the filed forms are attached as Exhibit A.
A. Form 3 — Marcus Elliston
• Reporting Person: Marcus Elliston
• Issuer: Cloudium Technologies plc
• Date of Event Requiring Statement: July 9, 2024
• Relationship of Reporting Person to Issuer: Director
• Table I — Equity Securities Beneficially Owned (Direct Ownership): None. Mr. Elliston does not directly hold any equity securities of the issuer.
• Table II — Equity Securities Beneficially Owned (Indirect Ownership): Indirect interest through Solara Digital Infrastructure Fund VI LP, which holds 100% of the equity interests of the surviving entity (subject to dilution from rollover interests). The filing includes footnote disclosure describing the general partner chain: Solara Fund VI GP LLC (general partner of Fund VI) → Solara Digital Infrastructure LP (sole member of Solara Fund VI GP LLC) → Solara Digital GP LLC (general partner of SDILP) → Marcus Elliston (Founder and Managing Partner). Footnote further states that Mr. Elliston may be deemed to share voting and investment power over Fund VI's holdings through the GP chain, and that Mr. Elliston disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
• Signature: Marcus Elliston, by Andrew Fitzpatrick as authorized agent pursuant to Power of Attorney dated July 18, 2024
• Date: July 19, 2024
B. Form 3 — Priya Narasimhan
• Reporting Person: Priya Narasimhan
• Issuer: Cloudium Technologies plc
• Date of Event Requiring Statement: July 9, 2024
• Relationship of Reporting Person to Issuer: Director
• Table I — Equity Securities Beneficially Owned (Direct Ownership): None. Ms. Narasimhan does not directly hold any equity securities of the issuer.
• Table II — Equity Securities Beneficially Owned (Indirect Ownership): Same indirect interest as Mr. Elliston through Fund VI and the GP chain. The filing includes footnote disclosure describing the same general partner chain, with Ms. Narasimhan identified in her capacity as Co-Managing Partner and Chief Investment Officer. Footnote states that Ms. Narasimhan may be deemed to share voting and investment power over Fund VI's holdings through the GP chain, and that Ms. Narasimhan disclaims beneficial ownership of such securities except to the extent of her pecuniary interest therein.
• Signature: Priya Narasimhan, by Andrew Fitzpatrick as authorized agent pursuant to Power of Attorney dated July 18, 2024
• Date: July 19, 2024
C. Form 3 — Evelyn Carmichael
• Reporting Person: Evelyn Carmichael
• Issuer: Cloudium Technologies plc
• Date of Event Requiring Statement: July 9, 2024
• Relationship of Reporting Person to Issuer: Director
• Table I — Equity Securities Beneficially Owned (Direct Ownership): None. Ms. Carmichael does not directly hold any equity securities of the issuer in her individual capacity.
• Table II — Equity Securities Beneficially Owned (Indirect Ownership): Indirect beneficial ownership through Pinnacle Growth Ventures LLC of rollover equity interests in the surviving entity equivalent to 12,820,320 shares of CLDM common stock (valued at approximately $473,241,408 at the Per Share Price). The filing includes footnote disclosure identifying Ms. Carmichael as Managing Member of Pinnacle Growth Ventures LLC with voting and investment power over the securities held by Pinnacle, and disclaiming beneficial ownership except to the extent of her pecuniary interest therein.
• Signature: Evelyn Carmichael, by Andrew Fitzpatrick as authorized agent pursuant to Power of Attorney dated July 18, 2024
• Date: July 19, 2024
D. Form 3 — Jonathan Hargrove
• Reporting Person: Jonathan Hargrove
• Issuer: Cloudium Technologies plc
• Date of Event Requiring Statement: July 9, 2024
• Relationship of Reporting Person to Issuer: Officer (Chief Executive Officer)
• Table I — Equity Securities Beneficially Owned (Direct Ownership): Direct beneficial ownership of rollover equity interests in the surviving entity equivalent to 3,868,200 shares of CLDM common stock (valued at approximately $142,814,544 at the Per Share Price). The filing includes footnote disclosure describing the Rollover Agreement dated January 22, 2024, between Mr. Hargrove and Fund VI, pursuant to which 50% of Mr. Hargrove's 7,736,400 pre-closing shares were contributed into the surviving entity in exchange for equity interests. Footnote further notes that the remaining 50% of Mr. Hargrove's shares (3,868,200 shares) were converted into cash merger consideration at $36.92 per share.
• Table II — Equity Securities Beneficially Owned (Indirect Ownership): None.
• Signature: Jonathan Hargrove, by Andrew Fitzpatrick as authorized agent pursuant to Power of Attorney dated July 17, 2024
• Date: July 19, 2024
E. Form 3 — Sienna Whitfield
• Reporting Person: Sienna Whitfield
• Issuer: Cloudium Technologies plc
• Date of Event Requiring Statement: July 9, 2024
• Relationship of Reporting Person to Issuer: Officer (Chief Financial Officer)
• Table I — Equity Securities Beneficially Owned (Direct Ownership): None. All of Ms. Whitfield's pre-closing equity in the issuer (including vested stock options and restricted stock units) was converted into cash merger consideration at the Per Share Price of $36.92 per share at the Effective Time. Ms. Whitfield does not hold any equity securities of the issuer as of the date of the event requiring this filing.
• Table II — Equity Securities Beneficially Owned (Indirect Ownership): None.
• Signature: Sienna Whitfield, by Andrew Fitzpatrick as authorized agent pursuant to Power of Attorney dated July 17, 2024
• Date: July 19, 2024
F. Form 3 — Nadia Chowdhury
• Reporting Person: Nadia Chowdhury
• Issuer: Cloudium Technologies plc
• Date of Event Requiring Statement: July 9, 2024
• Relationship of Reporting Person to Issuer: Officer (General Counsel and Secretary)
• Table I — Equity Securities Beneficially Owned (Direct Ownership): None. All of Ms. Chowdhury's pre-closing equity in the issuer (including vested stock options and restricted stock units) was converted into cash merger consideration at the Per Share Price of $36.92 per share at the Effective Time. Ms. Chowdhury does not hold any equity securities of the issuer as of the date of the event requiring this filing.
• Table II — Equity Securities Beneficially Owned (Indirect Ownership): None.
• Signature: Nadia Chowdhury, by Andrew Fitzpatrick as authorized agent pursuant to Power of Attorney dated July 17, 2024
• Date: July 19, 2024