Item 1.02 Termination of a Material Definitive Agreement.

The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.

Concurrently with the closing of the Merger, the Company terminated that certain Credit Agreement, dated as of November 23, 2021, by and among the Company, Roaring Fork Intermediate, LLC, Bank of America, N.A., Royal Bank of Canada and Wells Fargo Securities, LLC and concurrently repaid all advances and other obligations outstanding thereunder.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

At the effective time of the Merger (the "Effective Time"), subject to the terms and conditions of the Merger Agreement, (i) each share of common stock of the Company, par value $0.001 per share ("Company Common Stock"), that was issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock that were held by the Company as treasury stock or owned by Parent, Merger Sub or any other subsidiaries thereof, or any shares of Company Common Stock as to which appraisal rights have been properly exercised in accordance with Delaware law) was cancelled, extinguished and converted into the right to receive $28.50 in cash, without interest (the "Per Share Price"), and (ii) each share of Company Common Stock that was held by the Company as treasury stock or owned by Parent, Merger Sub or any other subsidiaries thereof, in each case, as of immediately prior to the Effective Time, was cancelled and extinguished without any conversion thereof or consideration paid therefor.

In addition, pursuant to the Merger Agreement, at the Effective Time:

· each Company stock option that was outstanding as of immediately prior to the


   Effective Time with an exercise price per share less than the Per Share Price,
   whether vested or unvested (a "Company Option"), was, at the Effective Time,
   cancelled and converted into the right to receive an amount in cash (without
   interest and subject to applicable withholding taxes) equal to the product of
   (i) the number of shares of Company Common Stock subject to such Company Option
   as of immediately prior to the Effective Time and (ii) the excess, if any,
   of the Per Share Price over the per share exercise price of such Company
   Option;

· each Company Option with an exercise price per share equal to or greater than


   the Per Share Price was cancelled at the Effective Time for no consideration;

· each award of restricted stock units ("Company RSUs") of the Company that was


   outstanding and vested as of immediately prior to the Effective Time or that
   vested in accordance with its terms (a "Vested Company RSU") as a result of the
   consummation of the transactions contemplated by the Merger Agreement (the
   "Transactions") was, at the Effective Time, cancelled and converted into the
   right to receive an amount in cash (without interest and subject to applicable
   withholding taxes) equal to the product of (i) the Per Share Price and (ii) the
   total number of shares of Company Common Stock subject to such Vested Company
   RSU as of immediately prior to the Effective Time;

· each award of Company RSUs that was outstanding as of immediately prior to the

Effective Time that was not a Vested Company RSU (an "Unvested Company RSU")

was, at the Effective Time, cancelled and converted into and became the right

to receive an amount in cash (without interest and subject to applicable

withholding taxes) equal to the product of (i) the Per Share Price and (ii) the

total number of shares of Company Common Stock subject to such Unvested Company

RSU as of immediately prior to the Effective Time (the "Cash Replacement

Company RSU Amounts"), which Cash Replacement Company RSU Amounts will, subject

to the holder's continued service through the applicable vesting dates, . . .

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

On the Closing Date, the Company (i) notified the New York Stock Exchange ("NYSE") of the consummation of the Merger and (ii) requested that NYSE file with the SEC a Form 25 Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, to delist and deregister the shares of Company Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Upon effectiveness of the Form 25, the Company intends to file with the SEC a Certification and Notice of Termination on Form 15 to deregister the Company Common Stock and suspend the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act. Trading of the Company Common Stock on NYSE was halted prior to the opening of trading on the Closing Date.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note and Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

As a result of the Merger, each share of Company Common Stock that was issued and outstanding immediately prior to the Effective Time (except as described in Item 2.01 of this Current Report on Form 8-K) was converted, at the Effective Time, into the right to receive the Per Share Price. Accordingly, at the Effective Time, the holders of such shares of Company Common Stock ceased to have any rights as stockholders of the Company, other than the right to receive the Per Share Price.

Item 5.01 Change in Control of Registrant.

The information set forth in the Introductory Note and Items 2.01, 3.03 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

As a result of the Merger, at the Effective Time, a change of control of the Company occurred, and the Company became a wholly-owned subsidiary of Parent.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

As a result of the Merger, at the Effective Time, David A. Breach, Michael Fosnaugh, Martin Taylor, Rod Aliabadi, Andre Durand, Diane Gherson, Paul Martin, John McCormack, Yancey L. Spruill, Vikram Verma and Anil Arora each resigned from the Board of Directors of the Company (the "Board") and from any and all committees of the Board on which they served and ceased to be directors of the Company, and the directors of the Merger Sub immediately prior to the Effective Time were appointed as directors of the Company.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

Pursuant to the Merger Agreement, at the Effective Time, the Third Amended and Restated Certificate of Incorporation of the Company was amended and restated in its entirety to be in the form of the certificate of incorporation attached to the Merger Agreement (the "Certificate of Incorporation"). In addition, at the Effective Time, the Amended and Restated Bylaws of the Company, as in effect immediately prior to the Effective Time, were amended and restated in their entirety to be in the form of the bylaws attached to the Merger Agreement (the "Bylaws").

Copies of the Certificate of Incorporation and the Bylaws are filed as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.




Item 8.01 Other Events

On October 18, 2022, the Company issued a press release announcing the closing of the Merger. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference in its entirety herein.

Item 9.01 Financial Statements and Exhibits





Exhibits



Exhibit
  No.                                   Description
  2.1*       Agreement and Plan of Merger, by and among Ping Identity Holding
           Corp., Project Polaris Holdings, LP and Project Polaris Merger
           Sub, Inc., dated as of August 2, 2022 (incorporated herein by
           reference to Exhibit 2.1 to the Company's Current Report on Form 8-K
           filed on August 2, 2022).
  3.1        Fourth Amended and Restated Certificate of Incorporation of the
           Company, effective October 18, 2022.
  3.2        Second Amended and Restated Bylaws of the Company, effective
           October 18, 2022.
  99.1       Press Release, dated as of October 18, 2022.
  104      Cover Page Interactive Data File (embedded within the Inline XBRL
           document).

*All schedules to the Merger Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

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