4/A//SEC Filing
BERTELSMANN INC 4/A
Accession 0000950117-04-000040
CIK 0001077926other
Filed
Jan 4, 7:00 PM ET
Accepted
Jan 5, 7:59 PM ET
Size
19.9 KB
Accession
0000950117-04-000040
Insider Transaction Report
Form 4/AAmended
AUDIBLE INCADBL.OB
BERTELSMANN, INC.
10% Owner
Transactions
- Conversion
Series C Convertible Preferred Stock
2003-12-23$5.40/sh−185,185$999,999→ 0 totalExercise: $0.54From: 2003-08-04Exp: 1988-08-08→ Common Stock (1,895,989 underlying) - Conversion
Common Stock
2003-12-23$0.54/sh+1,895,989$1,023,834→ 2,065,769 total
BERTELSMANN MULTIMEDIA INC
10% Owner
Transactions
- Conversion
Common Stock
2003-12-23$0.54/sh+1,895,989$1,023,834→ 2,065,769 total - Conversion
Series C Convertible Preferred Stock
2003-12-23$5.40/sh−185,185$999,999→ 0 totalExercise: $0.54From: 2003-08-04Exp: 1988-08-08→ Common Stock (1,895,989 underlying)
RANDOM HOUSE INC
10% Owner
Transactions
- Conversion
Common Stock
2003-12-23$0.54/sh+1,895,989$1,023,834→ 2,065,769 total - Conversion
Series C Convertible Preferred Stock
2003-12-23$5.40/sh−185,185$999,999→ 0 totalExercise: $0.54From: 2003-08-04Exp: 1988-08-08→ Common Stock (1,895,989 underlying)
RANDOM HOUSE VENTURES LLC
10% Owner
Transactions
- Conversion
Series C Convertible Preferred Stock
2003-12-23$5.40/sh−185,185$999,999→ 0 totalExercise: $0.54From: 2003-08-04Exp: 1988-08-08→ Common Stock (1,895,989 underlying) - Conversion
Common Stock
2003-12-23$0.54/sh+1,895,989$1,023,834→ 2,065,769 total
Footnotes (7)
- [F1]In accordance with the terms of the Series C Convertible Preferred Stock Certificate of Designation, 185,185 shares of Series C Convertible Preferred Stock were automatically converted on December 23, 2003 into 1,851,850 shares of Common Stock, at a conversion ratio of 1 to 10. In accordance with the terms of the Series C Convertible Preferred Stock Certificate of Designation, the conversion ratio was determined by dividing the Series C Convertible Preferred Stock purchase price of $5.40 per share by the conversion price of $0.54 per share. In addition, in accordance with the terms of the Series C Convertible Preferred Stock Certificate of Designation, accrued but unpaid dividends on the Series C Convertible Preferred Stock were converted into 44,139 shares of Common Stock, resulting in a total of 1,895,989 shares of Common Stock issuable upon the conversion.
- [F2]In the aggregate the Reporting Persons as a group own 3,961,758 shares of Common Stock consisting of 2,065,769 owned by Random House Ventures L.L.C. and 1,895,989 owned by Bertelsmann Multimedia, Inc. Neither Random House, Inc. nor Bertelsmann, Inc. directly owns any Common Stock.
- [F3]The shares are held by Random House Ventures L.L.C. Random House, Inc. is the sole member of Random House Ventures L.L.C. and is a wholly-owned direct subsidiary of Berteslmann, Inc.
- [F4]The shares are held by Bertelsmann Multimedia, Inc., a wholly-owned direct subsidiary of Bertelsmann, Inc.
- [F5]The conversion price per share of Series C Preferred Stock at the time of conversion was $0.54 per share.
- [F6]Expiration Date not applicable.
- [F7]Includes (i) 1,851,850 shares of Common Stock automatically converted from 185,185 shares of Series C Convertible Preferred Stock at a conversion ratio of 1 to 10 and (ii) 44,139 shares of Common Stock automatically converted from accrued but unpaid dividends on the Series C Convertible Preferred Stock.
Issuer
AUDIBLE INC
CIK 0001077926
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001273242
Filing Metadata
- Form type
- 4/A
- Filed
- Jan 4, 7:00 PM ET
- Accepted
- Jan 5, 7:59 PM ET
- Size
- 19.9 KB