CLARK KEVIN C 4

4 · PINNACOR INC · Filed Jan 22, 2004

Form 4

Period: 2004-01-16

Director

Transactions

Disposition from Tender
Stock Option (right to buy)
2004-01-16−1,214,286→ 0 total
Exercise: $2.41→ Common Stock (1,214,286 underlying)
Disposition from Tender
Stock Option (right to buy)
2004-01-16−148,810→ 0 total
Exercise: $12.00→ Common Stock (148,810 underlying)
Disposition from Tender
Stock Option (right to buy)
2004-01-16−49,240→ 0 total
Exercise: $2.16→ Common Stock (49,240 underlying)
Disposition from Tender
Common Stock
2004-01-16−375,938→ 0 total
Disposition from Tender
Stock Option (right to buy)
2004-01-16−62,500→ 0 total
Exercise: $2.34→ Common Stock (62,500 underlying)

Footnotes (6)

[F1]Disposed of pursuant to merger agreement between Pinnacor, Marketwatch and NMP, Inc. in exchange for either $2.42 per share, in cash, or .2659 shares of NMP, Inc. common stock, or a combination of both, depending on the elections of all the shareholders of Pinnacor.
[F2]This option, which was fully vested, was assumed by Marketwatch in the merger and replaced with an option to purchase 322,878 shares of Marketwatch stock for $9.06 per share.
[F3]This option, which was fully vested, was assumed by Marketwatch in the merger and replaced with an option to purchase 39,568 shares of Marketwatch stock for $45.12 per share.
[F4]This option, which was fully vested, was assumed by Marketwatch in the merger and replaced with an option to purchase 16,618 shares of Marketwatch stock for $8.80 per share.
[F5]This option, which was fully vested, was assumed by Marketwatch in the merger and replaced with an option to purchase 13,092 shares of Marketwatch stock for $8.12 per share.
[F6]The new stock options issued by Marketwatch in exchange for the previous Pinnacor options will expire on January 10, 2006, pursuant to the registrant's amended employment agreement with Pinnacor.

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