4//SEC Filing
CONVERSANT, INC. 4
Accession 0001179110-14-017857
CIK 0001080034operating
Filed
Dec 9, 7:00 PM ET
Accepted
Dec 10, 2:37 PM ET
Size
9.5 KB
Accession
0001179110-14-017857
Insider Transaction Report
Form 4
CONVERSANT, INC.CNVR
GIULIANI JOHN
Director
Transactions
- Disposition to Issuer
Option to purchase shares of Common Stock, par value $0.001
2014-12-10+105,117→ 0 totalExercise: $1.11Exp: 2015-03-24→ Common Stock (105,117 underlying) - Disposition to Issuer
Common Stock, par value $0.001 per share
2014-12-10−2,647,815→ 0 total
Footnotes (6)
- [F1]The shares were disposed of in the acquisition of the Issuer (the "Merger") by Alliance Data Systems Corporation ("Alliance Data") under the Agreement and Plan of Merger, dated September 11, 2014, by and among Alliance Data, the Issuer and Amber Sub LLC (the "Merger Agreement").
- [F2]The amount of securities disposed of includes 297,500 shares of restricted stock held by the Reporting Party, 0 of which fully vested immediately prior to the consummation of the Merger and were disposed of in the Merger in exchange for the right to receive the Merger Consideration (as defined below and less applicable tax withholding) and 297,500 of which remain subject to vesting and forfeiture conditions and were converted into restricted stock of Alliance Data pursuant to the terms and conditions of the Merger Agreement.
- [F3]Includes 428 shares acquired on 2/28/2014 under the Conversant, Inc. 2007 Employee Stock Purchase Plan and 428 shares acquired on 8/31/14 under the Conversant, Inc. 2007 Employee Stock Purchase Plan.
- [F4]Pursuant to the Merger Agreement, stockholders of the Issuer received, for each share of Common Stock held by such stockholder immediately prior to the Merger, and at such stockholder's election, either (i) a combination of 0.07037 of a share, par value $0.01 per share, of Alliance Data common stock and an amount in cash equal to $15.14, (ii) 0.124014 of a share of Alliance Data common stock (the "Per Share Stock Election Consideration"), or (iii) $35.00 in cash, subject to proration and the other terms and conditions of the Merger Agreement (the "Merger Consideration").
- [F5]The shares underlying the option became fully vested and exercisable as of August 31, 2011.
- [F6]Each outstanding option to purchase shares of Issuer common stock, whether vested or unvested, was converted in the Merger into an option to purchase, on the same terms and conditions as were applicable to such option immediately prior to the Merger, a number of shares of Alliance Data common stock, rounded down to the nearest whole share, determined by multiplying the number of shares of Issuer common stock subject to the existing option by the Per Share Stock Election Consideration at an exercise price per share of Alliance Data common stock, rounded up to the nearest whole cent, equal to the per-share exercise price for the shares of Issuer common stock otherwise purchasable pursuant to such option immediately prior to the Merger divided by the Per Share Stock Election Consideration.
Documents
Issuer
CONVERSANT, INC.
CIK 0001080034
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001080034
Filing Metadata
- Form type
- 4
- Filed
- Dec 9, 7:00 PM ET
- Accepted
- Dec 10, 2:37 PM ET
- Size
- 9.5 KB