BAER RICHARD N 4

Accession 0001104659-18-035446

CIK 0001665658other

Filed

May 22, 8:00 PM ET

Accepted

May 23, 4:13 PM ET

Size

20.3 KB

Accession

0001104659-18-035446

Form 4

Period: 2018-05-21

Director

Transactions

Disposition to Issuer
Series A Common Stock
2018-05-21−585→ 0 total
Disposition to Issuer
Series C Common Stock
2018-05-21−21,022→ 0 total
Disposition to Issuer
Stock Option (right to buy) - CHUBK
2018-05-21−20,736→ 0 total
Exercise: $11.72Exp: 2023-12-31→ Series C common stock (20,736 underlying)
Disposition to Issuer
Stock Option (right to buy) - CHUBA
2018-05-21−10,330→ 0 total
Exercise: $11.76Exp: 2023-12-31→ Series A common stock (10,330 underlying)
Disposition to Issuer
Stock Option (right to buy) - CHUBA
2018-05-21−3,365→ 0 total
Exercise: $7.17Exp: 2022-11-08→ Series A common stock (3,365 underlying)
Disposition to Issuer
Stock Option (right to buy) - CHUBK
2018-05-21−5,253→ 0 total
Exercise: $4.47Exp: 2022-11-08→ Series C common stock (5,253 underlying)
Disposition to Issuer
Stock Option (right to buy) - CHUBA
2018-05-21−2,627→ 0 total
Exercise: $4.49Exp: 2022-11-08→ Series A common stock (2,627 underlying)
Disposition to Issuer
Stock Option (right to buy) - CHUBK
2018-05-21−6,738→ 0 total
Exercise: $7.15Exp: 2022-11-08→ Series C common stock (6,738 underlying)

Footnotes (5)

[F1]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 was converted into the right to receive $22.75 in cash.
[F2]Includes restricted stock units ("RSUs") and deferred stock units ("DSUs") with respect to the Issuer's Series C common stock. The reporting person's RSUs were scheduled to vest upon the earlier of (i) June 16, 2018 or (ii) the date of the Issuer's 2018 annual meeting of stockholders. Pursuant to the Merger Agreement, at the effective time of the Merger, each of the reporting person's RSUs and DSUs 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]This stock option award was scheduled to vest in two equal installments on December 31, 2019 and December 31, 2020.

Documents

1 file

CommerceHub, Inc.

CIK 0001665658

Entity typeother