4//SEC Filing
Di Iorio Nic 4
Accession 0001144204-18-066135
CIK 0001062292other
Filed
Dec 20, 7:00 PM ET
Accepted
Dec 21, 9:05 PM ET
Size
13.3 KB
Accession
0001144204-18-066135
Insider Transaction Report
Form 4
XO GROUP INC.XOXO
Di Iorio Nic
EVP & MD, Technology Group
Transactions
- Disposition to Issuer
Restricted Stock Awards
2018-12-21$35.00/sh−19,443$680,505→ 0 total - Disposition to Issuer
Vested Stock Option
2018-12-21−62,909→ 0 total→ Common Stock (62,909 underlying) - Disposition to Issuer
Unvested Stock Option
2018-12-21−79,636→ 0 total→ Common Stock (79,636 underlying) - Disposition to Issuer
Common Stock (Unrestricted)
2018-12-21$35.00/sh−117,969$4,128,915→ 19,443 total
Footnotes (4)
- [F1]At the Effective Time, each share of common stock, par value $0.01 per share, of the Company (each "Share" or, collectively, the "Shares") that was outstanding immediately prior to the Effective Time (other than certain shares specified in the Merger Agreement) was cancelled and converted into the right to receive $35.00 in cash, (the "Merger Consideration") without interest and subject to applicable withholding taxes.
- [F2]At the Effective Time, each outstanding option to acquire Shares (each, a "Company Stock Option"), that was outstanding, unexercised and vested immediately prior to the Effective Time in accordance with its terms (each a "Vested Option"), was converted into the right to receive an amount in cash equal to the product of (i) the excess, if any, of the Merger Consideration over the exercise price per Share of such Vested Option in effect immediately prior to the Effective Time, multiplied by (ii) the total number of Shares subject to such Vested Option immediately prior to the Effective Time, subject to applicable withholding taxes.
- [F3]At the Effective Time, each Company Stock Option that was outstanding and unvested immediately prior to the Effective Time (each, an "Unvested Option") was substituted and automatically converted into an award to receive an amount in cash equal to the product of (i) the excess, if any, of the Merger Consideration over the exercise price per Share of such Unvested Option in effect immediately prior to the Effective Time, multiplied by (ii) the total number of Shares subject to such Unvested Option immediately prior to the Effective Time.
- [F4]At the Effective Time, each compensatory award in respect of a Share subject to vesting, repurchase or other lapse restriction (each, a "Company RSA Award") that was outstanding immediately prior to the Effective Time was substituted and automatically converted into an award to receive an amount in cash equal to the product of (i) the total number of Shares underlying such Company RSA Award and (ii) the Merger Consideration.
Documents
Issuer
XO GROUP INC.
CIK 0001062292
Entity typeother
Related Parties
1- filerCIK 0001425997
Filing Metadata
- Form type
- 4
- Filed
- Dec 20, 7:00 PM ET
- Accepted
- Dec 21, 9:05 PM ET
- Size
- 13.3 KB