4//SEC Filing
Wolfson Doug 4
Accession 0001104659-18-035445
CIK 0001665658other
Filed
May 22, 8:00 PM ET
Accepted
May 23, 4:13 PM ET
Size
15.2 KB
Accession
0001104659-18-035445
Insider Transaction Report
Form 4
CommerceHub, Inc.CHUBA
Wolfson Doug
General Counsel/Secretary
Transactions
- Disposition to Issuer
Series C Common Stock
2018-05-21−52,132→ 0 total - Disposition to Issuer
Stock Option (right to buy) - CHUBK
2018-05-21−10,908→ 0 totalExercise: $8.22Exp: 2024-03-26→ Series C common stock (10,908 underlying) - Disposition to Issuer
Stock Option (right to buy) - CHUBK
2018-05-21−189,611→ 0 totalExercise: $16.34Exp: 2026-07-20→ Series C common stock (189,611 underlying) - Disposition to Issuer
Stock Option (right to buy) - CHUBK
2018-05-21−48,882→ 0 totalExercise: $16.30Exp: 2027-03-15→ Series C common stock (48,882 underlying) - Disposition to Issuer
Stock Option (right to buy) - CHUBK
2018-05-21−16,362→ 0 totalExercise: $10.74Exp: 2025-01-29→ Series C common stock (16,362 underlying)
Footnotes (7)
- [F1]Includes restricted stock units ("RSUs") that were granted in March 2017 and March 2018 with respect to the Issuer's Series C common stock. The RSUs were scheduled to vest in four equal annual installments beginning on the first anniversary of the respective grant dates. Also includes 605 shares acquired under the Issuer's Employee Stock Purchase Plan on March 26, 2018.
- [F2]Pursuant to the Agreement and Plan of Merger, dated as of March 5, 2018 (the "Merger Agreement"), by and among the Issuer, Great Dane Parent, LLC ("Great Dane Parent"), and Great Dane Merger Sub, Inc. ("Merger Sub"), a direct, wholly owned subsidiary of Great Dane Parent, on May 21, 2018, Merger Sub was merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Great Dane Parent (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of the Issuer's common stock and each of the reporting person's RSUs was converted into the right to receive $22.75 in cash.
- [F3]These stock options were fully vested at the time of the Merger.
- [F4]These stock options were canceled in the Merger in exchange for a cash payment based on the number of stock options canceled multiplied by the difference between the exercise price of the option and $22.75.
- [F5]22.22% of this stock option award vested on July 20, 2017. An additional 22.22% of this award was scheduled to vest on each of July 20, 2018 and July 20, 2019, and the final 33.34% of this award was scheduled to vest on January 20, 2021.
- [F6]25% of the options were vested at the time of the Merger. The remainder of this stock option award was scheduled to vest in three equal installments on each of March 15, 2019, March 15, 2020 and March 15, 2021.
- [F7]Two-thirds of the options were vested at the time of the Merger. The remainder was scheduled to vest on January 29, 2019.
Documents
Issuer
CommerceHub, Inc.
CIK 0001665658
Entity typeother
Related Parties
1- filerCIK 0001680900
Filing Metadata
- Form type
- 4
- Filed
- May 22, 8:00 PM ET
- Accepted
- May 23, 4:13 PM ET
- Size
- 15.2 KB