COOLSAVINGS INC 4
4 · COOLSAVINGS INC · Filed May 19, 2005
Insider Transaction Report
Form 4
COOLSAVINGS INCcsav
FRIDDELL GUY R III
Director
Transactions
- Purchase
Common Stock
2005-05-17$0.80/sh+6,965,365$5,572,292→ 20,220,456 total(indirect: See footnote (3))
Footnotes (3)
- [F1]On May 17, 2005, pursuant to a Stock Purchase Agreement among Landmark Communications, Inc. ("Landmark"), Steven M. Golden and certain of his family members and certain related persons (collectively, with Mr. Golden, the "Golden Group"), Landmark acquired beneficial ownership of 6,965,365 shares of Common Stock of the Issuer from the Golden Group (the "Golden Shares"). Landmark and the Golden Group are in the process of causing the transfer of record ownership to occur.
- [F2]Does not include (i) 10,889,636 shares of Common Stock of the Issuer held by Landmark Ventures VII, LLC ("Ventures"), which is an indirect wholly-owned subsidiary of Landmark, or (ii) 179,769,008 shares of Series B Convertible Preferred Stock of the Issuer held by Ventures.
- [F3]Landmark owns the shares of Common Stock reported herein. Messrs. Friddell, Quist, Fiveash and Alston (members of the Board of Directors of the Issuer) are each employees of Landmark and/or its affiliates and, as such, may each be deemed to have an indirect pecuniary interest (within Rule 16a-1 of the Exchange Act) in an indeterminate portion of the Common Stock owned by Landmark and reported herein. Each of Messrs. Friddell, Quist, Fiveash and Alston disclaims beneficial ownership of all such Common Stock except to the extent of his respective indirect pecuniary interest therein, if any.