Nelis Hendrik 4

Accession 0001181431-12-042368

CIK 0001312928other

View on SEC.gov Company Profile

Filed

Jul 25, 8:00 PM ET

Accepted

Jul 26, 8:33 PM ET

Size

46.6 KB

Accession

0001181431-12-042368

Insider Transaction Report

Form 4

Period: 2012-07-25

KAYAK SOFTWARE CorpKYAK

Nelis Hendrik

Director10% Owner

Transactions

Conversion
Series C Convertible Preferred Stock
2012-07-25−3,519,946→ 0 total(indirect: See footnote)
→ Common Stock (3,519,946 underlying)
Other
Common Stock
2012-07-25−400,000→ 0 total(indirect: See footnote)
Conversion
Series A-1 Convertible Preferred Stock
2012-07-25−177,747→ 0 total(indirect: See footnote)
→ Common Stock (177,747 underlying)
Other
Class B Common Stock
2012-07-25+177,747→ 177,747 total(indirect: See footnote)
→ Class A Common Stock (177,747 underlying)
Other
Class B Common Stock
2012-07-25+482,457→ 482,457 total(indirect: See footnote)
→ Class A Common Stock (482,457 underlying)
Conversion
Series A Convertible Preferred Stock
2012-07-25−400,000→ 0 total(indirect: See footnote)
→ Common Stock (400,000 underlying)
Conversion
Common Stock
2012-07-25+482,457→ 482,457 total(indirect: See footnote)
Other
Common Stock
2012-07-25−3,519,946→ 0 total(indirect: See footnote)
Other
Class A Common Stock
2012-07-25+18,556→ 18,556 total(indirect: See footnotes)
Other
Common Stock
2012-07-25−217,136→ 0 total(indirect: See footnote)
Other
Common Stock
2012-07-25−177,747→ 0 total(indirect: See footnote)
Other
Common Stock
2012-07-25−482,457→ 0 total(indirect: See footnote)
Other
Class B Common Stock
2012-07-25+217,136→ 217,136 total(indirect: See footnote)
→ Class A Common Stock (217,136 underlying)
Conversion
Series D Convertible Preferred Stock
2012-07-25−482,457→ 0 total(indirect: See footnote)
→ Common Stock (482,457 underlying)
Other
Class B Common Stock
2012-07-25+3,519,946→ 3,519,946 total(indirect: See footnote)
→ Class A Common Stock (3,519,946 underlying)
Conversion
Common Stock
2012-07-25+400,000→ 400,000 total(indirect: See footnote)
Conversion
Common Stock
2012-07-25+177,747→ 177,747 total(indirect: See footnote)
Conversion
Common Stock
2012-07-25+3,519,946→ 3,519,946 total(indirect: See footnote)
Other
Class B Common Stock
2012-07-25+400,000→ 400,000 total(indirect: See footnote)
→ Class A Common Stock (400,000 underlying)

Footnotes (14)

[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.
[F10]Each of Accel London II L.P. and Accel London Investors 2006 L.P. were the record holders of 174,103 shares and 3,644 shares of Series A-1 Convertible Preferred Stock, respectively. Accel London II Associates L.L.C. is the general partner of Accel London II Associates L.P., which is the general partner of Accel London II L.P. and has sole voting power and investment power over the shares owned by Accel London II L.P. Accel London II Associates L.L.C. is the general partner of Accel London Investors 2006 L.P. and has sole voting power and investment power over the shares owned by Accel London Investors 2006 L.P. Mr. Nelis is a manager of the general partner and shares voting and dispositive power over the shares held by the funds. Mr. Nelis disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
[F11]Each of Accel London II L.P. and Accel London Investors 2006 L.P. were the record holders of 3,447,787 shares and 72,159 shares of Series C Convertible Preferred Stock, respectively. Accel London II Associates L.L.C. is the general partner of Accel London II Associates L.P., which is the general partner of Accel London II L.P. and has sole voting power and investment power over the shares owned by Accel London II L.P. Accel London II Associates L.L.C. is the general partner of Accel London Investors 2006 L.P. and has sole voting power and investment power over the shares owned by Accel London Investors 2006 L.P. Mr. Nelis is a manager of the general partner and shares voting and dispositive power over the shares held by the funds. Mr. Nelis disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
[F12]Each of Accel London II L.P. and Accel London Investors 2006 L.P. were the record holders of 472,567 shares and 9,890 shares of Series D Convertible Preferred Stock, respectively. Accel London II Associates L.L.C. is the general partner of Accel London II Associates L.P., which is the general partner of Accel London II L.P. and has sole voting power and investment power over the shares owned by Accel London II L.P. Accel London II Associates L.L.C. is the general partner of Accel London Investors 2006 L.P. and has sole voting power and investment power over the shares owned by Accel London Investors 2006 L.P. Mr. Nelis is a manager of the general partner and shares voting and dispositive power over the shares held by the funds. Mr. Nelis disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
[F13]Each of Accel London II L.P. and Accel London Investors 2006 L.P. are the record holders of 18,176 shares and 380 shares of Class A Common Stock, respectively, issued pursuant to an automatic adjustment as part of a concurrent private placement in accordance with an Election and Amendment Agreement, dated April 19, 2012, by and among the Issuer and the stockholders named therein. Accel London II Associates L.L.C. is the general partner of Accel London II Associates L.P., which is the general partner of Accel London II L.P. and has sole voting power and investment power over the shares owned by Accel London II L.P. Accel London II Associates L.L.C. is the general partner of Accel London Investors 2006 L.P. and has sole voting power and investment power over the shares owned by Accel London Investors 2006 L.P. Mr. Nelis is a manager of the general partner and shares voting and dispositive power over the shares held by the funds.(Continued in footnote 14)
[F14]Mr. Nelis disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
[F2]The shares were issued pursuant to an automatic adjustment as part of a concurrent private placement in accordance with an Election and Amendment Agreement, dated April 19, 2012, by and among the Issuer and the stockholders named therein.
[F3]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.
[F4]The Series A Convertible Preferred Stock converted into the Issuer's Common Stock on an one-for-one basis upon the completion of the Issuer's initial public offering of Class A Common Stock and had no expiration date.
[F5]The Series A-1 Convertible Preferred Stock converted into the Issuer's Common Stock on an one-for-one basis upon the completion of the Issuer's initial public offering of Class A Common Stock and had no expiration date.
[F6]The Series C Convertible Preferred Stock converted into the Issuer's Common Stock on an one-for-one basis upon the completion of the Issuer's initial public offering of Class A Common Stock and had no expiration date.
[F7]The Series D Convertible Preferred Stock converted into the Issuer's Common Stock on an one-for-one basis upon the completion of the Issuer's initial public offering of Class A Common Stock and had no expiration date.
[F8]Each of Accel London II L.P. and Accel London Investors 2006 L.P. were the record holders of 212,685 shares and 4,451 shares of Common Stock, respectively. Accel London II Associates L.L.C. is the general partner of Accel London II Associates L.P., which is the general partner of Accel London II L.P. and has sole voting power and investment power over the shares owned by Accel London II L.P. Accel London II Associates L.L.C. is the general partner of Accel London Investors 2006 L.P. and has sole voting power and investment power over the shares owned by Accel London Investors 2006 L.P. Mr. Nelis is a manager of the general partner and shares voting and dispositive power over the shares held by the funds. Mr. Nelis disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
[F9]Each of Accel London II L.P. and Accel London Investors 2006 L.P. were the record holders of 391,800 shares and 8,200 shares of Series A Convertible Preferred Stock, respectively. Accel London II Associates L.L.C. is the general partner of Accel London II Associates L.P., which is the general partner of Accel London II L.P. and has sole voting power and investment power over the shares owned by Accel London II L.P. Accel London II Associates L.L.C. is the general partner of Accel London Investors 2006 L.P. and has sole voting power and investment power over the shares owned by Accel London Investors 2006 L.P. Mr. Nelis is a manager of the general partner and shares voting and dispositive power over the shares held by the funds. Mr. Nelis disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

Documents

1 file

4
rrd351562.xmlPrimary
FORM 4

Issuer

KAYAK SOFTWARE Corp

CIK 0001312928

→

Entity typeother

Related Parties

filerCIK 0001504092

Filing Metadata

Form type: 4
Filed: Jul 25, 8:00 PM ET
Accepted: Jul 26, 8:33 PM ET
Size: 46.6 KB

View on SEC.gov