4//SEC Filing
OPENTABLE INC 4
Accession 0001179110-14-012095
CIK 0001125914operating
Filed
Jul 27, 8:00 PM ET
Accepted
Jul 28, 6:06 PM ET
Size
21.8 KB
Accession
0001179110-14-012095
Insider Transaction Report
Form 4
OPENTABLE INCOPEN
BATTLE A GEORGE
Director
Transactions
- Disposition from Tender
Common Stock
2014-07-24$103.00/sh−33,999$3,501,897→ 0 total - Disposition from Tender
Common Stock
2014-07-24$103.00/sh−1,500$154,500→ 0 total(indirect: By Stepdaughter) - Disposition from Tender
Common Stock
2014-07-24$103.00/sh−3,000$309,000→ 0 total(indirect: By Daughter) - Disposition to Issuer
Stock Option
2014-07-24$22.30/sh−10,800$240,840→ 0 totalExercise: $80.70From: 2012-06-07Exp: 2021-06-06→ Common Stock (10,800 underlying) - Disposition to Issuer
Stock Option
2014-07-24$31.87/sh−10,800$344,196→ 0 totalExercise: $71.13From: 2014-07-24Exp: 2024-06-10→ Common Stock (10,800 underlying) - Disposition from Tender
Common Stock
2014-07-24$103.00/sh−3,000$309,000→ 0 total(indirect: By Son) - Disposition to Issuer
Stock Option
2014-07-24$60.16/sh−10,800$649,728→ 0 totalExercise: $42.84From: 2011-06-22Exp: 2020-06-21→ Common Stock (10,800 underlying) - Disposition to Issuer
Stock Option
2014-07-24$63.05/sh−10,800$680,940→ 0 totalExercise: $39.95From: 2013-06-07Exp: 2022-06-06→ Common Stock (10,800 underlying) - Disposition to Issuer
Stock Option
2014-07-24$38.74/sh−10,800$418,392→ 0 totalExercise: $64.26From: 2014-06-05Exp: 2023-06-04→ Common Stock (10,800 underlying)
Footnotes (6)
- [F1]On July 24, 2014, The Priceline Group, Inc., a Delaware corporation, acquired the issuer pursuant to that certain merger agreement between issuer, The Priceline Group and Rhombus, a Delaware corporation and wholly owned subsidiary of The Priceline Group, dated as of June 12, 2014(the "Merger Agreement"). At the effective time of the Merger, each outstanding share of the issuer's common stock was converted into the right to receive $103.00 in cash (the "per-share merger consideration"). In addition, all outstanding vested options were canceled at the effective time of the Merger in exchange for a cash payment equal to the per-share merger consideration (less the exercise price in the case of options), payable without interest and less any required withholding taxes.
- [F2]On June 11, 2014, the issuer granted Mr. Battle an option to purchase 10,800 shares of Common Stock in accordance with the terms of the OpenTable Independent Director Equity Comp Plan. The options automatically vest in full and become exercisable immediately prior to a Change in Control, as defined in the Plan.
- [F3]These Stock Options, were canceled at the effective time of the Merger in exchange for a cash payment equal to the per-share merger consideration, less the exercise price of the option.
- [F4]Mr. Battle disclaims beneficial ownership of the shares held by his stepdaughter except to the extent of his pecuniary interest therein, and the filing of this report is not an admission that Mr. Battle is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
- [F5]Mr. Battle disclaims beneficial ownership of the shares held by his son except to the extent of his pecuniary interest therein, and the filing of this report is not an admission that Mr. Battle is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
- [F6]Mr. Battle disclaims beneficial ownership of the shares held by his daughter except to the extent of his pecuniary interest therein, and the filing of this report is not an admission that Mr. Battle is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
Documents
Issuer
OPENTABLE INC
CIK 0001125914
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001125914
Filing Metadata
- Form type
- 4
- Filed
- Jul 27, 8:00 PM ET
- Accepted
- Jul 28, 6:06 PM ET
- Size
- 21.8 KB