4//SEC Filing
Krupinski David 4
Accession 0001104659-20-018081
CIK 0001412270other
Filed
Feb 11, 7:00 PM ET
Accepted
Feb 12, 9:01 AM ET
Size
37.2 KB
Accession
0001104659-20-018081
Insider Transaction Report
Form 4
Care.com IncCRCM
Krupinski David
Chief Technology Officer
Transactions
- Exercise/Conversion
Common Stock, $0.001 par value
2020-02-10$6.70/sh+5,830$39,061→ 182,608 total - Disposition to Issuer
Common Stock, $0.001 par value
2020-02-11−22,871→ 159,737 total - Disposition to Issuer
Stock Option (Right to Buy)
2020-02-11−50,000→ 0 totalExercise: $21.03Exp: 2024-03-05→ Common Stock (50,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2020-02-11−9,000→ 0 totalExercise: $12.01Exp: 2027-03-16→ Common Stock (9,000 underlying) - Disposition to Issuer
Restricted Stock Units
2020-02-11−545→ 0 total→ Common Stock (545 underlying) - Disposition to Issuer
Restricted Stock Units
2020-02-11−7,878→ 0 total→ Common Stock (7,878 underlying) - Disposition to Issuer
Restricted Stock Units
2020-02-11−1,576→ 0 total→ Common Stock (1,576 underlying) - Disposition to Issuer
Restricted Stock Units
2020-02-11−776→ 0 total→ Common Stock (776 underlying) - Disposition to Issuer
Restricted Stock Units
2020-02-11−8,294→ 0 total→ Common Stock (8,294 underlying) - Disposition to Issuer
Restricted Stock Units
2020-02-11−4,899→ 0 total→ Common Stock (4,899 underlying) - Exercise/Conversion
Common Stock, $0.001 par value
2020-02-10$6.70/sh+17,041$114,175→ 176,778 total - Disposition from Tender
Common Stock, $0.001 par value
2020-02-11−159,737→ 0 total - Exercise/Conversion
Stock Option (Right to Buy)
2020-02-10−5,830→ 0 totalExercise: $6.70Exp: 2026-03-11→ Common Stock (5,830 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2020-02-11−67,409→ 0 totalExercise: $6.70Exp: 2026-03-11→ Common Stock (67,409 underlying) - Disposition to Issuer
Restricted Stock Units
2020-02-11−2,332→ 0 total→ Common Stock (2,332 underlying) - Exercise/Conversion
Stock Option (Right to Buy)
2020-02-10−17,041→ 5,830 totalExercise: $6.70Exp: 2026-03-11→ Common Stock (17,041 underlying)
Footnotes (6)
- [F1]Reflects disposition in connection with that certain Agreement and Plan of Merger, dated December 20, 2019, by and among IAC/InterActiveCorp, Buzz Merger Sub Inc. ("Merger Sub") and the Issuer (the "Merger Agreement"), pursuant to which Merger Sub merged with and into the Issuer on February 11, 2020 (the "Merger"). At the effective time of the Merger (the "Effective Time"), each share of the Issuer's common stock held by the Reporting Person was cancelled and converted into the right to receive an amount equal to $15.00 per share in cash, without interest, less any applicable withholding taxes.
- [F2]Reflects disposition following a tender pursuant to offer by Merger Sub to purchase all of the Issuer's outstanding common stock at a price of $15.00 per share in cash, without interest, less any applicable withholding taxes, upon the terms and conditions set forth in Merger Sub's Offer to Purchase, dated January 13, 2020, and the related letter of transmittal.
- [F3]The underlying shares subject to the option vest and become exercisable in successive, equal quarterly installments over four years measured from June 9, 2016.
- [F4]Pursuant to the Merger Agreement, effective as of five business days prior to, and conditional upon the occurrence of, the Effective Time, all vested or unvested Company options held by the Reporting Person that qualified as an incentive stock option within the meaning of Section 422(b) of the U.S. Internal Revenue Code of 1986, as amended, became exercisable in full.
- [F5]Reflects disposition pursuant to the Merger Agreement. At the Effective Time, each Issuer option held by the Reporting Person, whether vested or unvested, was cancelled and converted into the right to receive an amount in cash, less applicable withholding taxes, equal to the product of (x) the total number of shares of Issuer common stock underlying such option multiplied by (y) the excess, if any, of $15.00 over the per-share exercise price of such option. Issuer options held by the Reporting Person with respect to which the per-share exercise price was equal to or greater than $15.00 were cancelled for no consideration.
- [F6]Reflects disposition pursuant to the Merger Agreement. At the Effective Time, each Issuer restricted stock unit held by the Reporting Person became fully vested and was cancelled and converted into the right to receive an amount in cash, less applicable withholding taxes, equal to (x) the total number of shares of Issuer common stock underlying such restricted stock units multiplied by (y) $15.00. Each restricted stock unit represents a contingent right to receive one share of Issuer common stock. The restricted stock units do not have an expiration date.
Documents
Issuer
Care.com Inc
CIK 0001412270
Entity typeother
Related Parties
1- filerCIK 0001596938
Filing Metadata
- Form type
- 4
- Filed
- Feb 11, 7:00 PM ET
- Accepted
- Feb 12, 9:01 AM ET
- Size
- 37.2 KB