HAFNER DANIEL STEPHEN 4

Accession 0001181431-12-042365

CIK 0001312928other

View on SEC.gov Company Profile

Filed

Jul 25, 8:00 PM ET

Accepted

Jul 26, 8:26 PM ET

Size

50.4 KB

Accession

0001181431-12-042365

Insider Transaction Report

Form 4

Period: 2012-07-25

KAYAK SOFTWARE CorpKYAK

HAFNER DANIEL STEPHEN

DirectorChief Executive Officer

Transactions

Other
Common Stock
2012-07-25−100,000→ 0 total(indirect: See footnote)
Conversion
Common Stock
2012-07-25+161,390→ 161,390 total
Other
Common Stock
2012-07-25−267,284→ 0 total
Other
Class B Common Stock
2012-07-25+100,000→ 100,000 total(indirect: See footnote)
→ Class A Common Stock (100,000 underlying)
Other
Class B Common Stock
2012-07-25+25,000→ 25,000 total(indirect: See footnote)
→ Class A Common Stock (25,000 underlying)
Other
Class B Common Stock
2012-07-25+500,000→ 500,000 total(indirect: See footnote)
→ Class A Common Stock (500,000 underlying)
Conversion
Series A Convertible Preferred Stock
2012-07-25−175,000→ 0 total
→ Common Stock (175,000 underlying)
Other
Common Stock
2012-07-25−398,591→ 0 total
Conversion
Common Stock
2012-07-25+175,000→ 175,000 total
Other
Common Stock
2012-07-25−175,000→ 0 total
Other
Common Stock
2012-07-25−500,000→ 0 total(indirect: See footnote)
Conversion
Common Stock
2012-07-25+267,284→ 267,284 total
Other
Common Stock
2012-07-25−161,390→ 0 total
Other
Class B Common Stock
2012-07-25+398,591→ 398,591 total
→ Class A Common Stock (398,591 underlying)
Conversion
Series B Convertible Preferred Stock
2012-07-25−161,390→ 0 total
→ Common Stock (161,390 underlying)
Other
Common Stock
2012-07-25−25,000→ 0 total(indirect: See footnote)
Other
Class B Common Stock
2012-07-25+175,000→ 175,000 total
→ Class A Common Stock (175,000 underlying)
Other
Class B Common Stock
2012-07-25+161,390→ 161,390 total
→ Class A Common Stock (161,390 underlying)
Other
Class B Common Stock
2012-07-25+267,284→ 267,284 total
→ Class A Common Stock (267,284 underlying)
Other
Stock Option (right to buy)
2012-07-25−200,000→ 0 total
Exercise: $13.00Exp: 2020-04-28→ Common Stock (200,000 underlying)
Other
Stock Option (right to buy)
2012-07-25+200,000→ 200,000 total
Exercise: $13.00Exp: 2020-04-28→ Class B Common Stock (200,000 underlying)
Other
Stock Option (right to buy)
2012-07-25−225,000→ 0 total
Exercise: $26.00Exp: 2022-07-19→ Common Stock (225,000 underlying)
Other
Stock Option (right to buy)
2012-07-25+225,000→ 225,000 total
Exercise: $26.00Exp: 2022-07-19→ Class B Common Stock (225,000 underlying)
Conversion
Series B-1 Convertible Preferred Stock
2012-07-25−267,284→ 0 total
→ Common Stock (267,284 underlying)

Footnotes (9)

[F1]Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock automatically converted into one share of Class B Common Stock upon the completion of the Issuer's initial public offering of Class A Common Stock.
[F2]Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock and has no expiration date. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon (i) any transfer (subject to certain exceptions), or (ii) the death of a natural person holding Class B Common Stock. All authorized shares of Class B Common Stock will each convert automatically into Class A Common Stock on the seven-year anniversary of completion of the Issuer's initial public offering of Class A Common Stock.
[F3]The Series A Convertible Preferred Stock converted into the Issuer's Common Stock on a one-for-one basis upon the completion of the Issuer's initial public offering of Class A Common Stock and had no expiration date. The Series B Convertible Preferred Stock converted into the Issuer's Common Stock on a one-for-one basis upon the completion of the Issuer's initial public offering of Class A Common Stock and had no expiration date. The Series B-1 Convertible Preferred Stock converted into the Issuer's Common Stock on a one-for-one basis upon the completion of the Issuer's initial public offering of Class A Common Stock and had no expiration date.
[F4]Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock underlying the reported option automatically converted into one share of Class B Common Stock upon the completion of the Issuer's initial public offering of Class A Common Stock.
[F5]The shares underlying the option vest in equal monthly installment beginning on February 1, 2010 and ending on January 1, 2014.
[F6]Twenty-five percent of the shares underlying the option vest on July 19, 2013. The balance of the shares vest in equal monthly installments beginning on August 19, 2013 and ending on July 19, 2016.
[F7]The shares are held by the J.M. Hafner Trust of which Mr. Hafner is a trustee and has sole voting power over these shares. Mr. Hafner disclaims beneficial ownership of the shares held by these entities except to the extent of his pecuniary interest therein.
[F8]The shares are held by the McKane 2007 Grandchildren Trust of which Mr. Hafner is a trustee. Mr. Hafner disclaims beneficial ownership of the shares held by these entities except to the extent of his pecuniary interest therein.
[F9]The shares are held by the D.S. Hafner Trust, of which Mr. Hafner is neither a trustee, nor a beneficiary. Mr. Hafner disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

Documents

1 file

4
rrd351560.xmlPrimary
FORM 4

Issuer

KAYAK SOFTWARE Corp

CIK 0001312928

→

Entity typeother

Related Parties

filerCIK 0001533129

Filing Metadata

Form type: 4
Filed: Jul 25, 8:00 PM ET
Accepted: Jul 26, 8:26 PM ET
Size: 50.4 KB

View on SEC.gov