Juniper Form 4: Rami Rahim’s $45M stock conversion at HPE deal close
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Form 4 overview – Juniper Networks, Inc. (JNPR)
The filing records the mandatory conversion and disposition of Chief Executive Officer Rami Rahim’s Juniper equity at the 2 July 2025 closing of the merger with Hewlett Packard Enterprise (HPE). Under the Agreement and Plan of Merger dated 9 Jan 2024, Juniper became a wholly owned HPE subsidiary and every Juniper share was converted into $40.00 cash.
- Common stock: 1,133,655 shares (direct ownership) were reported with Transaction Code “D”, reflecting conversion to cash consideration of roughly $45 million (1,133,655 × $40), after which no Juniper shares remain.
- Restricted stock units: 343,941 unvested RSUs were converted to HPE RSUs using the 2.1431 exchange ratio; terms and vesting schedules stay unchanged.
- Performance stock units: 393,688 PSUs were added and 489,445 PSUs disposed as legacy awards were swapped into HPE PSUs that are now solely time-based.
- Stock options: 275,219 Juniper options were converted into HPE options at an adjusted exercise price derived from $34.32 ÷ 2.1431, with original expiry (18 Feb 2029) preserved.
No open-market buying or selling took place; all entries stem from the merger mechanics. Rahim remains an HPE-employed executive with equivalent equity in the new parent entity. For public shareholders the Form 4 confirms the definitive close of the $40-per-share cash transaction and the consequent delisting of JNPR common stock.
Positive
- Merger consummation confirmed: each Juniper share converted to $40 cash, crystallising value for shareholders.
- Equity continuity: unvested RSUs/PSUs and options roll into HPE awards, aligning executive incentives post-merger.
Negative
- Juniper equity extinguished: CEO now holds no JNPR shares, reflecting the company’s removal from public markets.
Insights
TL;DR: CEO’s Juniper equity auto-converts to HPE equity/cash at merger close; no discretionary trades.
The filing is procedural. All Juniper instruments—common, RSUs, PSUs, and options—are either cash-settled at $40 or rolled into equivalent HPE awards via the 2.1431 ratio. No pricing concessions or accelerated vesting beyond what the merger agreement prescribed are disclosed. Because investors already knew the $40 consideration, this Form 4 has minimal incremental market impact; it merely documents final CEO holdings transfer.
Insider Trade Summary
5 transactions reported
Mixed
5 txns
Insider
rahim rami
Role
Chief Executive Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | RSU Award | 343,941 | $0.00 | -- |
| Grant/Award | Performance Stock Unit | 393,688 | $0.00 | -- |
| Disposition | Performance Stock Unit | 489,445 | $0.00 | -- |
| Disposition | Non-Qualified Stock Option (right to buy) | 275,219 | $0.00 | -- |
| Disposition | Common Stock | 1,133,655 | $0.00 | -- |
Holdings After Transaction:
RSU Award — 0 shares (Direct);
Performance Stock Unit — 489,445 shares (Direct);
Non-Qualified Stock Option (right to buy) — 0 shares (Direct);
Common Stock — 0 shares (Indirect, Living Trust)
Footnotes (1)
- Pursuant to an Agreement and Plan of Merger, dated as of January 9, 2024 (the "Merger Agreement"), entered into by and among Juniper Networks, Inc., a Delaware corporation (the "Issuer"), Hewlett Packard Enterprise Company, a Delaware corporation ("Parent"), and Jasmine Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), on July 2, 2025, in accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Parent (the "Merger"). In connection with the Merger, each outstanding share of Issuer common stock ("Share") was converted into the right to receive an amount equal to $40.00 per share in cash, without interest. Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each unvested Issuer restricted stock unit ("RSU") award outstanding immediately prior to the Effective Time was converted into an RSU award to acquire the number of shares of common stock of Parent ("Parent Shares") (rounded to the nearest whole share), determined by multiplying (i) the number of Shares subject to the RSU award prior to the Effective Time by (ii) 2.1431 (the "Exchange Ratio"). Unless otherwise agreed between the Reporting Person and Parent, each such Parent RSU award continues to have, and is subject to, the same terms and conditions as applied to the corresponding Issuer RSU award immediately prior to the Effective Time. Not applicable. Represents performance stock units ("PSUs") for which performance was deemed achieved based on actual performance or assuming target performance at the Effective Time, but which remain subject to time-based vesting conditions. Pursuant to the Merger Agreement, at the Effective Time, each Issuer PSU award outstanding immediately prior to the Effective Time was converted into a PSU award to acquire the number of Parent Shares (rounded to the nearest whole share) determined by multiplying (i) the number of Shares subject to the PSU award prior to the Effective Time by (ii) the Exchange Ratio. Unless otherwise agreed between the Reporting Person and Parent, each such Parent PSU award continues to have, and is subject to, the same terms and conditions as applied to the corresponding Issuer PSU award immediately prior to the Effective Time, except that any such Parent PSU award is no longer subject to performance-based vesting. Includes Shares underlying PSUs described in footnote (4). Pursuant to the Merger Agreement, at the Effective Time, each option to purchase Shares granted under the Issuer's stock plans (an "Issuer Option") outstanding immediately prior to the Effective Time was converted into an option (a "Parent Option") to purchase the number of shares of common stock of Parent (rounded down to the nearest whole share) determined by multiplying (i) the number of Shares subject to the Issuer Option immediately prior to the Effective Time by (ii) the Exchange Ratio, with an exercise price per share of common stock of Parent (rounded up to the nearest whole cent) determined by dividing (i) the exercise price of the Issuer Option immediately prior to the Effective Time by (ii) the Exchange Ratio. Unless otherwise agreed between the Reporting Person and Parent, each such Parent Option award continues to have, and is subject to, the same terms and conditions as applied to the corresponding Issuer Option award immediately prior to the Effective Time.
FAQ
Were any Juniper RSUs cancelled at the merger close?
No. 343,941 RSUs were automatically converted into equivalent HPE RSUs at the 2.1431 exchange ratio.
How were Juniper stock options treated?
All 275,219 options were converted into HPE options with the exercise price adjusted by the exchange ratio; expiration (18 Feb 2029) is unchanged.
Did the performance conditions on PSUs survive?
Performance hurdles were removed; PSUs now vest solely on time-based schedules as HPE awards.
Does Rami Rahim still own Juniper Networks stock after 2 July 2025?
No. Following the merger, Juniper became a private HPE subsidiary, and Rahim’s Juniper shares were fully converted.