4//SEC Filing
GOODSTEIN MARCIA 4
Accession 0001140361-10-050914
CIK 0001080131other
Filed
Dec 20, 7:00 PM ET
Accepted
Dec 21, 8:07 PM ET
Size
17.2 KB
Accession
0001140361-10-050914
Insider Transaction Report
Form 4
GOODSTEIN MARCIA
Director
Transactions
- Disposition to Issuer
Class A Common Stock
2010-12-17$13.35/sh−13,188$176,060→ 0 total - Disposition from Tender
Class B Common Stock
2010-12-17$13.35/sh−3,025,000$40,383,750→ 0 total(indirect: See Footnote)→ Class A Common Stock (3,025,000 underlying) - Disposition from Tender
Class A Common Stock
2010-12-17$13.35/sh−146,465$1,955,308→ 0 total(indirect: See Footnote) - Disposition to Issuer
Class A Common Stock
2010-12-17$13.35/sh−15,733$210,036→ 0 total(indirect: See Footnote) - Disposition from Tender
Class A Common Stock
2010-12-17$13.35/sh−5,669,661$75,689,974→ 0 total(indirect: See Footnote)
Footnotes (9)
- [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 13,188 shares, 4,118 were shares of restricted stock and were cancelled in exchange for a cash payment of $54,975.30.
- [F3]At the effective time of 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 15,733 shares, 4,118 were shares of restricted stock and were cancelled in exchange for a cash payment of $54,975.30.
- [F4]These shares are owned by the reporting person's husband. The reporting person disclaims beneficial ownership of these shares except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose.
- [F5]On November 12, 2009, the reporting person filed a Form 4 reporting the sale by Idealab Holdings, L.L.C. of 25,671 shares of Class A Common Stock. Such shares were sold by Idealab, not Idealab Holdings, L.L.C. The number of shares reported as being disposed of by Idealab Holdings, L.L.C. and Idealab in the Merger have been adjusted to correct for this attribution error.
- [F6]At the effective time of 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.
- [F7]These shares are held by Idealab. The reporting person's husband is Chairman of the Board of Directors, Chief Executive Officer and a shareholder of Idealab. Additionally, the reporting person is President of Idealab. The reporting person disclaims beneficial ownership of these shares except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose.
- [F8]These shares are held by Idealab Holdings, L.L.C. The reporting person's husband is Chairman of the Board of Directors, Chief Executive Officer and a shareholder of Idealab, which is the sole and managing member of Idealab Holdings, L.L.C. Additionally, the reporting person is President of Idealab. The reporting person disclaims beneficial ownership of these shares except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose.
- [F9]At the effective time of the Merger, each share of Class B Common Stock converted into the right to receive $13.35 in cash, without interest and less any applicable withholding taxes. Prior to that time, each share of Class B Stock was convertible on a one-or-one basis into Class A Common Stock (i) at any time at the holder's election and (ii) automatically (A) upon a sale or transfer to an unaffiliated person or (B) upon the failure of the holder, together with certain affiliates, to maintain aggregate ownership of at least 15% of the issuer's outstanding capital stock, and had no expiration date.
Documents
Issuer
INTERNET BRANDS, INC.
CIK 0001080131
Entity typeother
Related Parties
1- filerCIK 0001418043
Filing Metadata
- Form type
- 4
- Filed
- Dec 20, 7:00 PM ET
- Accepted
- Dec 21, 8:07 PM ET
- Size
- 17.2 KB