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Form 4 CALLIDUS SOFTWARE INC For: Apr 05 Filed by: Duan Jimmy C.

April 9, 2018 5:16 PM
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Duan Jimmy C.
(Last) (First) (Middle)
C/O CALLIDUS SOFTWARE INC.
4140 DUBLIN BLVD., SUITE 400
(Street)
DUBLIN CA 94568
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CALLIDUS SOFTWARE INC [ CALD ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, Chief Technology Officer
3. Date of Earliest Transaction (Month/Day/Year)
04/05/2018
4. If Amendment, Date of 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
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)
Code V Amount (A) or (D) Price
Common Stock (1) 04/05/2018 A (2) 126,593 A $ 0 448,691 D
Common Stock 04/05/2018 D (3) (4) 126,593 (2) D (4) 0 D
Common Stock 04/05/2018 D (3) (6) 94,002 (5) D (6) 0 D
Common Stock 04/05/2018 D (3) 228,096 D $ 36 0 D
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options $ 7.69 04/05/2018 D 85,556 09/30/2013 (7) 08/30/2023 Common Stock 85,556 (8) 0 D
Explanation of Responses:
1. This Form 4 is being filed in connection with the April 5, 2018 closing of the merger (the "Merger") of Emerson One Acquisition Corp. ("Merger Sub") with and into the Issuer pursuant to the Agreement and Plan of Merger, dated as of January 29, 2018 (the "Merger Agreement"), by and among SAP America, Inc., Merger Sub and the Issuer. Upon closing of the Merger, each outstanding share of Common Stock of the Issuer was converted into the right to receive $36.00 per share in cash, without interest (the "Merger Consideration").
2. Represents performance-based restricted stock units ("PSUs") granted on July 15, 2015 and February 15, 2017, that, at the effective time of the Merger, were deemed earned and credited for performance, with respect to any uncompleted performance period as of the date of the Merger Agreement, at pay-out levels determined in accordance with the terms of the Merger Agreement. The time-based vesting requirements applicable to such PSUs remained unsatisfied as of the effective time of the Merger.
3. Disposed of pursuant to the Merger Agreement.
4. At the effective time of the Merger, each outstanding, unvested PSU was cancelled and converted into the unvested right to receive in cash the per share Merger Consideration for each share of Issuer Common Stock underlying such PSU, after giving effect to the pay-out levels determined in accordance with the Merger Agreement, as described in Note 2, with such payment to vest and become payable on the date upon which such PSU would have vested under the time-based vesting terms and conditions applicable to such PSU immediately prior to the effective time of the Merger.
5. Represents restricted stock units ("RSUs") granted on February 16, 2016, February 15, 2017, and February 15, 2018, that, at the effective time of the Merger, had not vested.
6. At the effective time of the Merger, each outstanding, unvested RSU that was granted prior to January 29, 2018, was cancelled and converted into the unvested right to receive in cash the per share Merger Consideration for each share of Issuer Common Stock underlying such RSU. Each unvested RSU that was granted after January 29, 2018, was cancelled and converted into an unvested cash-settled restricted stock unit denominated in the number of shares of SAP SE obtained by multiplying (i) the number of shares of Issuer Common Stock underlying such RSU by (ii) the quotient obtained by dividing the Merger Consideration by the average closing price of SAP SE shares over the five trading days ending on April 4, 2018. In each case, the converted awards vest and become payable on the date upon which the relevant RSU would have vested under the time-based vesting terms and conditions applicable to such RSU immediately prior to the effective time of the Merger.
7. The Stock Options vested in equal monthly installments over a period of four years from the grant date of August 30, 2013.
8. At the effective time of the Merger, each outstanding vested and unvested Stock Option was cancelled and converted into the right to receive in cash an amount equal to the number of shares of Issuer Common Stock underlying such Stock Option multiplied by the excess, if any, of the Merger Consideration over the applicable exercise price.
By: Vanessa Pon For: Jimmy C. Duan 04/05/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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