Geeknet, Inc 4

Accession 0001096199-15-000077

CIK 0001096199operating

Filed

Jul 16, 8:00 PM ET

Accepted

Jul 17, 12:41 PM ET

Size

26.5 KB

Accession

0001096199-15-000077

Form 4

Period: 2015-07-17

Director

Transactions

Exercise/Conversion
Common Stock
2015-07-17+3,666→ 758,801 total
Exercise/Conversion
Common Stock
2015-07-17$11.70/sh+7,000$81,900→ 774,402 total
Exercise/Conversion
Restricted Stock Units
2015-07-17−536→ 0 total
From: 2011-05-09→ Common Stock (536 underlying)
Exercise/Conversion
Non-Qualified Stock Option (right to buy)
2015-07-17$11.70/sh−7,000$81,900→ 0 total
Exercise: $11.70From: 2010-07-08Exp: 2020-07-08→ Common Stock (7,000 underlying)
Exercise/Conversion
Restricted Stock Units
2015-07-17−3,666→ 0 total
From: 2013-05-07→ Common Stock (3,666 underlying)
Exercise/Conversion
Common Stock
2015-07-17+536→ 750,536 total
Exercise/Conversion
Common Stock
2015-07-17+2,836→ 755,135 total
Exercise/Conversion
Common Stock
2015-07-17+8,601→ 767,402 total
Disposition to Issuer
Common Stock
2015-07-17−774,402→ 0 total
Exercise/Conversion
Restricted Stock Units
2015-07-17−1,763→ 0 total
From: 2011-05-09→ Common Stock (1,763 underlying)
Exercise/Conversion
Restricted Stock Units
2015-07-17−8,601→ 0 total
From: 2015-05-06→ Common Stock (8,601 underlying)
Exercise/Conversion
Common Stock
2015-07-17+1,763→ 752,299 total
Exercise/Conversion
Restricted Stock Units
2015-07-17−2,836→ 0 total
From: 2012-05-09→ Common Stock (2,836 underlying)

Footnotes (5)

[F1]Outstanding stock options were cancelled upon the consummation of the Merger on July 17, 2015, and, in exchange, each holder thereof received an amount in cash equal to the Merger Consideration minus the exercise price per share of such option ($20 - $11.70), multiplied by the number of shares of common stock issuable upon the exercise of such option (7,000) as of immediately prior to the consummation of the Merger.
[F2]Disposition pursuant to the merger (the "Merger") of Gadget Acquisition, Inc. into Geeknet, Inc. pursuant to the Agreement and Plan of Merger, dated as of June 1, 2015, by and among Geeknet, Inc., GameStop Corp. and Gadget Acquisition Inc., with the Merger being a transaction exempt under Rule 16b-3. In the Merger, each share of Geeknet, Inc. common stock was converted into the right to receive $20.00 in cash (the "Merger Consideration").
[F3]Merger Consideration.
[F4]Each Restricted Stock Unit represents a right to receive one share of Issuer's common stock.
[F5]Restricted Stock Units granted pursuant to Issuer's 2007 Equity Incentive Plan. Mr. Langone had elected to defer this compensation until he ceased serving on the Company's Board of Directors. Upon consummation of the Merger on July 17, 2015, the Company's Board of Directors was dissolved.

Documents

1 file

Geeknet, Inc

CIK 0001096199

Entity typeoperating

IncorporatedVA