KAGLE ROBERT 4
4 · ZIPCAR INC · Filed Mar 18, 2013
Insider Transaction Report
Form 4
ZIPCAR INCZIP
KAGLE ROBERT
Director
Transactions
- Disposition to Issuer
Common Stock
2013-03-14$12.25/sh−45,114$552,647→ 0 total - Disposition to Issuer
Common Stock
2013-03-14$12.25/sh−2,547,742$31,209,840→ 0 total(indirect: See footnote) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2013-03-14$1.50/sh−8,768$13,152→ 0 totalExercise: $10.75Exp: 2022-05-31→ Common Stock (8,768 underlying)
Footnotes (3)
- [F1]Each share of common stock was disposed of in exchange for a cash payment of $12.25 per share upon consummation of the merger (the "Merger"), contemplated by that certain Agreement and Plan of Merger, dated December 31, 2012, by and among Avis Budget Group, Inc., Millennium Acquisition Sub, Inc. and Zipcar, Inc.
- [F2]Benchmark Capital Management Co. V, LLC ("BCMC V"), is the general partner of each of BCP V, Benchmark Founders' Fund V, L.P. ("BFF V"), Benchmark Founders' Fund V-A, L.P. ("BFF V-A") and Benchmark Founders' Fund V-B, L.P. ("BFF V-B"), may be deemed to have the sole voting and dispositive power over 2,547,742 shares of the Issuer's common stock. Mr. Kagle is a managing member of BCMC V. BCMC V and each of its managing members disclaim beneficial ownership of these shares of Issuer's common stock except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that BCMC V or any of its managing members is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
- [F3]Prior to the effective time of the Merger, all outstanding options were accelerated, became fully vested and were cancelled in exchange for a cash payment equal to the product of (i) $12.25 less the exercise price per share of the option multiplied by (ii) the total number of shares underlying the option.