Cantaloupe (CTLP) CLO cashes out shares and options in merger
Rhea-AI Filing Summary
Cantaloupe, Inc. Chief Legal Officer Anna Rose Novoseletsky reported dispositions of equity tied to the company’s merger with 365 Retail Markets. Two blocks of Common Stock totaling 19,288 and 9,466 shares were canceled and converted into the right to receive $11.20 per share in cash at the merger’s effective time.
In addition, a Non-Qualified Stock Option covering 100,000 shares with a per-share exercise price of $5.19 was canceled for cash based on the excess of the Merger Consideration over the exercise price. Restricted stock units became fully vested and were likewise converted into cash. Following these transactions, Novoseletsky reported no remaining holdings of the securities listed in this filing.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 28,754 shares
Net Sell
3 txns
Insider
Novoseletsky Anna Rose
Role
Chief Legal Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Non-Qualified Stock Option (Right to Buy) | 100,000 | $0.00 | $0.00 |
| Disposition | Common Stock | 9,466 | $0.00 | $0.00 |
| Disposition | Common Stock | 19,288 | $0.00 | $0.00 |
Holdings After Transaction:
Non-Qualified Stock Option (Right to Buy) — 0 shares (Direct);
Common Stock — 0 shares (Direct)
Footnotes (4)
- F1. This Form 4 reports securities disposed of under the Agreement and Plan of Merger, dated as of June 15, 2025 (the "Merger Agreement"), by and among Cantaloupe, Inc. (the "Company"), 365 Retail Markets, LLC, Catalyst Holdco I, Inc., Catalyst Holdco II, Inc. and Catalyst MergerSub Inc. ("Merger Subsidiary"), under which Merger Subsidiary was merged with and into the Company (the "Merger"), with the Company continuing as the surviving corporation in the Merger.
- F2. At the effective time of the Merger (the "Effective Time"), each share of common stock of the Company ("Common Stock") reported in this row of this Form 4 was canceled and automatically converted into the right to receive $11.20 in cash, without interest (such amount per share, the "Merger Consideration").
- F3. Each of these restricted stock units of the Company ("RSU") represented a contingent right to receive one share of Common Stock. Pursuant to the Merger Agreement, at or immediately prior to the Effective Time, each RSU that was outstanding immediately prior to the Effective Time was fully vested and free of restrictions and was canceled and converted into the right to receive an amount in cash equal to the Merger Consideration.
- F4. Pursuant to the Merger Agreement, at or immediately prior to the Effective Time, each outstanding option to purchase one share of Common Stock ("Option") having a per share exercise price less than the Merger Consideration ("In-the-Money Option") became fully vested and free of restrictions and was canceled in exchange for cash in an amount equal to (A) the total number of shares of Common Stock for which such In-the-Money Option was exercisable, multiplied by (B) the excess of the Merger Consideration over the per share exercise price of such In-the-Money Option, and each outstanding Company Option having a per share exercise price equal to or greater than the Merger Consideration was canceled without consideration.
Key Figures
Common Stock disposed block 1: 19,288 shares
Common Stock disposed block 2: 9,466 shares
Option shares canceled: 100,000 shares
+3 more
6 metrics
Common Stock disposed block 1
19,288 shares
Common Stock canceled for cash at merger effective time
Common Stock disposed block 2
9,466 shares
Common Stock canceled for cash at merger effective time
Option shares canceled
100,000 shares
Non-Qualified Stock Option canceled in merger
Option exercise price
$5.19 per share
Exercise price of in-the-money option
Merger consideration per share
$11.20 cash
Cash paid per share of Common Stock in merger
Shares after transactions
0 shares
Total shares following each reported disposition
Key Terms
Agreement and Plan of Merger, Merger Consideration, restricted stock units, In-the-Money Option
4 terms
Agreement and Plan of Merger regulatory
"This Form 4 reports securities disposed of under the Agreement and Plan of Merger, dated as of June 15, 2025"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Merger Consideration financial
"converted into the right to receive $11.20 in cash, without interest (such amount per share, the "Merger Consideration")"
Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.
restricted stock units financial
"Each of these restricted stock units of the Company ("RSU") represented a contingent right to receive one share of Common Stock."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
In-the-Money Option financial
"each outstanding option ... having a per share exercise price less than the Merger Consideration ("In-the-Money Option") became fully vested"
FAQ
What insider transaction did Cantaloupe (CTLP) report for Anna Rose Novoseletsky?
Cantaloupe reported that Chief Legal Officer Anna Rose Novoseletsky disposed of Common Stock and stock options as part of the company’s merger. Her reported shares and options were canceled and converted into cash according to the merger agreement’s terms.
What happened to Anna Rose Novoseletsky’s Cantaloupe (CTLP) stock options?
She held a Non-Qualified Stock Option for 100,000 shares with a per-share exercise price of $5.19. Under the merger agreement, this in-the-money option was fully vested, canceled, and exchanged for cash equal to the merger consideration minus the exercise price, multiplied by the option shares.
How were Cantaloupe (CTLP) restricted stock units treated in the merger?
Each Cantaloupe restricted stock unit represented a right to one share of Common Stock. At or immediately before the merger’s effective time, all RSUs became fully vested, were canceled, and converted into the right to receive cash equal to the $11.20 per-share merger consideration.
Does Anna Rose Novoseletsky hold any Cantaloupe (CTLP) securities after this Form 4?
The Form 4 shows total shares following each reported transaction as zero, and the derivative summary lists no remaining derivative holdings. Based on this filing, she no longer holds the Common Stock or options referenced in these transactions.
AI-generated analysis. How Rhea-AI works. Not financial advice.
