Sabre Corp — Director's Dealing 2014

Apr 17, 2014

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Sabre Corp (SABR)
CIK: 0001597033
Period of Report: 2014-04-17

Reporting Person: JONES HUGH W (EVP & President SAS)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	113227	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options to Purchase Common Stock	$5.00	2017-06-11	Common Stock (76350)		Direct
Options to Purchase Common Stock	$5.00	2017-06-11	Common Stock (458100)		Direct
Options to Purchase Common Stock	$5.00	2018-01-31	Common Stock (22500)		Direct
Options to Purchase Common Stock	$5.00	2018-01-31	Common Stock (3750)		Direct
Options to Purchase Common Stock	$3.00	2019-03-31	Common Stock (525000)		Direct
Options to Purchase Common Stock	$3.00	2019-03-31	Common Stock (40050)		Direct
Options to Purchase Common Stock	$5.23	2020-03-23	Common Stock (350000)		Direct
Options to Purchase Common Stock	$9.97	2022-12-03	Common Stock (40000)		Direct

Footnotes

F1: The options vest and become exercisable (i) upon a liquidity event where TPG Partners IV, L.P. ("TPG Partners IV"), TPG Partners V, L.P. ("TPG Partners V"), TPG FOF V-A, L.P. ("TPG FOF V-A") and TPG FOF V-B, L.P. ("TPG FOF V-B") (collectively, the TPG Funds") and Silver Lake Partners II, L.P. and Silver Lake Technology Investors II, L.P. (the "Silver Lake Funds," and, collectively with the TPG Funds, the "Principal Stockholders") realize a threshold multiple of money ("MoM") for their interest in Sabre Corporation (the "Issuer") as determined by the Issuer's board of directors, or (ii) following the third anniversary of an initial public offering of the shares of of common stock, par value $0.01 per share (the "Common Stock") of the Issuer, upon a determination by the Issuer's board of directors that such MoM could be realized by the Principal Stockholders if they sold their remaining interest in the Issuer, and in each case subject to Mr. Jones' continued employment through such date.

F2: The options to purchase shares of Common Stock of the Issuer are fully vested and immediately exercisable.

F3: The options vest and become exercisable as to 25% of the shares of Common Stock subject to each such option on the first anniversary of the date of grant and as to 4.6875% of such shares at the end of each successive three-month period thereafter, subject to Mr. Jones' continued employment through each vesting date. As of the date of this filing, options to purchase 284,375 shares of Common Stock are fully vested and immediately exercisable.

F4: The options vest and become exercisable as to 25% of the shares of Common Stock subject to each such option on the first anniversary of the date of grant and as to 6.25% of such shares at the end of each successive three-month period thereafter, subject to Mr. Jones' continued employment through each vesting date. As of the date of this filing, options to purchase 12,500 shares of Common Stock are fully vested and immediately exercisable.