MORITA LISA E 4
4 · INTERNET BRANDS, INC. · Filed Dec 21, 2010
Insider Transaction Report
Form 4
MORITA LISA E
Chief Operating Officer
Transactions
- Disposition to Issuer
Class A Common Stock
2010-12-17$13.35/sh−114,875$1,533,581→ 0 total - Disposition to Issuer
Stock Option (right to buy)
2010-12-17−131,613→ 0 totalExercise: $4.70Exp: 2017-02-22→ Class A Common Stock (131,613 underlying)
Footnotes (4)
- [F1]Disposed of in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 17, 2010, by and among Internet Brands, Inc. (the "Company"), Micro Holding Corp., a Delaware corporation ("Parent"), and Micro Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub").
- [F2]At the effective time of the merger of Merger Sub with and into the Company (the "Merger"), each outstanding share of the Company's Class A Common Stock and Class B Common Stock was converted into the right to receive $13.35 in cash, without interest and less any applicable withholding taxes. Also at the effective time of the Merger, each outstanding share of restricted stock was vested in full and converted into the right to receive $13.35 per share in cash, without interest and less any applicable withholding taxes. Of the 114,875 shares, 46,250 were shares of restricted stock and were cancelled in exchange for a cash payment of $617,437.50.
- [F3]This option was scheduled to vest in full on February 26, 2011.
- [F4]Each outstanding option granted under the Company's equity incentive plans that represented the right to acquire the Company's Class A Common Stock, whether or not then vested or exercisable, was, at the effective time of the Merger, cancelled and terminated and converted into the right to receive a cash payment for each share of the Company's Class A Common Stock subject to such option, equal to the excess, if any, of (a) the $13.35 per share merger consideration over (b) the exercise price payable in respect of such share of the Company's Class A Common Stock issuable under such option, without interest and less any applicable withholding taxes. This option was cancelled in exchange for a cash payment of $1,138,452.45.