SEC FORM 4

SEC FORM 4 SEC Form 4

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^*

Beedgen Christian

(Last)

(First)

(Middle)

305 MAIN STREET

(Street)

REDWOOD CITY

94063

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Sumo Logic, Inc. [ SUMO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2023

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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/12/2023		D		2,436,468⁽¹⁾⁽²⁾	D	⁽³⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$0.98	05/12/2023		D⁽⁴⁾			76,960	⁽⁵⁾	03/02/2024	Common Stock	76,960	$0.00	0	D
Stock Option (right to buy)	$1.92	05/12/2023		D⁽⁴⁾			14,584	⁽⁵⁾	09/27/2026	Common Stock	14,584	$0.00	0	D
Stock Option (right to buy)	$2.65	05/12/2023		D⁽⁴⁾			482,176	⁽⁵⁾	07/31/2027	Common Stock	482,176	$0.00	0	D

Explanation of Responses:

1. Certain of these shares are represented by previously reported restricted stock units ("RSUs"). At the effective time of the merger (the "Effective Time") each issued and outstanding RSU was cancelled and converted into the right to receive an amount equal to $12.05 in cash (the "Per Share Price"), subject to the terms set forth in the Merger Agreement.

2. Pursuant to the terms of the Company's Outside Director Compensation Policy and/or the applicable award agreement governing such RSU, at the Effective Time, each unvested RSU was accelerated and converted into the right to receive an amount in cash equal to the Per Share Price.

3. Pursuant to an Agreement and Plan of Merger (the "Merger Agreement") between Serrano Parent, Serrano Merger Sub, Inc., and Sumo Logic (the "Company"), each issued and outstanding share of the Company's common stock was cancelled and converted into the right to receive an amount in cash equal to the Per Share Price.

4. On February 9, 2023, Sumo Logic, Inc. ("Sumo Logic") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Serrano Parent, LLC ("Parent") and Serrano Merger Sub, Inc. ("Merger Sub"). The Merger Agreement provides that, subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into Sumo Logic (the "Merger"), with Sumo Logic continuing as the surviving corporation of the Merger and a wholly owned subsidiary of Parent (the "Surviving Corporation").

5. At the Effective Time, each issued and outstanding stock option was cancelled and converted into the right to receive an amount in cash equal to (x) the Per Share Price, over (y) the exercise price per share of such stock option, subject to the terms set forth in the Merger Agreement. Following the Effective Time, the cash payments relating to the unvested shares underlying the stock option are subject to the Reporting Person's continued service with the Company through the applicable vesting dates that would have otherwise applied to the corresponding stock option.

Remarks:

	/s/ Katherine Haar, Attorney-in-fact	05/12/2023
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 4 filed by Beedgen Christian