4//SEC Filing
ENGLISH PAUL M 4
Accession 0001181431-13-010557
CIK 0001312928other
Filed
Feb 18, 7:00 PM ET
Accepted
Feb 19, 4:42 PM ET
Size
21.3 KB
Accession
0001181431-13-010557
Insider Transaction Report
Form 4
ENGLISH PAUL M
DirectorPresident & CTO
Transactions
- Conversion
Class A Common Stock
2013-02-14+315,880→ 315,880 total(indirect: See Footnote) - Conversion
Class B Common Stock
2013-02-14−315,880→ 0 total(indirect: See Footnote)→ Class A Common Stock (315,880 underlying) - Conversion
Class B Common Stock
2013-02-14−315,880→ 0 total(indirect: See Footnote)→ Class A Common Stock (315,880 underlying) - Conversion
Class A Common Stock
2013-02-14+315,880→ 315,880 total(indirect: See Footnote)
Holdings
- 161,084(indirect: See Footnote)
Class B Common Stock
→ Class A Common Stock (161,084 underlying) - 208,075(indirect: See Footnote)
Class A Common Stock
- 912,940
Class B Common Stock
→ Class A Common Stock (912,940 underlying) - 100,000(indirect: See Footnote)
Class B Common Stock
→ Class A Common Stock (100,000 underlying) - 902,803(indirect: See Footnote)
Class B Common Stock
→ Class A Common Stock (902,803 underlying) - 161,084(indirect: See Footnote)
Class B Common Stock
→ Class A Common Stock (161,084 underlying)
Footnotes (7)
- [F1]Pursuant to the Issuer's amended and restated certificate of incorporation, each share of Class B Common Stock held by The Paul M. English 2009 Charitable Remainder Unitrust I, of which Mr. English is a trustee and a beneficiary, converted automatically into one share of Class A Common Stock upon the remainder interest in the trust having been irrevocably designated to benefit a charity. Mr. English continues to report beneficial ownership of all of the Issuer's Class A Common Stock held by the trust but disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
- [F2]Pursuant to the Issuer's amended and restated certificate of incorporation, each share of Class B Common Stock held by The Paul M. English 2009 Charitable Remainder Unitrust II, of which Mr. English is a trustee but not a beneficiary, converted automatically into one share of Class A Common Stock upon the remainder interest in the trust having been irrevocably designated to benefit a charity. Mr. English continues to report beneficial ownership of all of the Issuer's Class A Common Stock held by the trust but disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
- [F3]The shares are held by The Paul M. English 2007 Irrevocable Family Trust, of which Mr. English is a trustee, but not a beneficiary. Mr. English disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- [F4]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.
- [F5]The shares are held by The English Family 2010 Trust, of which Mr. English is not a trustee or a beneficiary. Mr. English has sole voting power over the shares owned by the trust. Mr. English disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
- [F6]The shares are held by the Paul M. English Family 2006 Remainder Trust for the benefit of Mr. English's family. Mr. English is neither the trustee nor the beneficiary of the trust and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- [F7]The shares are held by the Paul M. English Family 2006 Remainder Trust for the benefit of Mr. English's family. Mr. English is neither the trustee nor the beneficiary of the trust and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
Documents
Issuer
KAYAK Software Corp
CIK 0001312928
Entity typeother
Related Parties
1- filerCIK 0001533127
Filing Metadata
- Form type
- 4
- Filed
- Feb 18, 7:00 PM ET
- Accepted
- Feb 19, 4:42 PM ET
- Size
- 21.3 KB