4//SEC Filing
HAFNER DANIEL STEPHEN 4
Accession 0001181431-13-030087
CIK 0001312928other
Filed
May 22, 8:00 PM ET
Accepted
May 23, 2:56 PM ET
Size
19.7 KB
Accession
0001181431-13-030087
Insider Transaction Report
Form 4
HAFNER DANIEL STEPHEN
DirectorChief Executive Officer
Transactions
- Disposition to Issuer
Stock Option (right to buy)
2013-05-21−225,000→ 0 totalExercise: $26.00Exp: 2022-07-19→ Class B Common Stock (225,000 underlying) - Disposition to Issuer
Class B Common Stock
2013-05-21−1,002,265→ 0 total→ Class A Common Stock (1,002,265 underlying) - Disposition to Issuer
Class B Common Stock
2013-05-21−500,000→ 0 total(indirect: See footnote)→ Class A Common Stock (500,000 underlying) - Disposition to Issuer
Class A Common Stock
2013-05-21−602,267→ 0 total(indirect: See Footnote) - Disposition to Issuer
Class B Common Stock
2013-05-21−100,000→ 0 total(indirect: See footnote)→ Class A Common Stock (100,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2013-05-21−200,000→ 0 totalExercise: $13.00Exp: 2020-04-28→ Class B Common Stock (200,000 underlying)
Footnotes (10)
- [F1]173,888 shares disposed of for a cash payment of $40.00 per share pursuant to the Agreement and Plan of Merger, dated as of November 8, 2012 by and among the Issuer, priceline.com Incorporated ("priceline"), and Produce Merger Sub, Inc. (the "Merger Agreement"), in connection with the merger that became effective on May 21, 2013 (the "Merger"). 428,379 shares disposed of in exchange for 24,537 shares of priceline common stock and a cash payment of $403.56 in lieu of fractional shares of priceline common stock in accordance with the provisions of the Merger Agreement, in connection with the Merger.
- [F10]Does not include 25,000 shares of Class A Common Stock held by the McKane 2007 Grandchildren Trust, which shares the reporting person previously reported by virtue of his position as a trustee. The reporting person no longer serves as trustee of the trust and has, therefore, omitted these holdings from this Form 4.
- [F2]The shares are held by Mr. Hafner's former wife. Mr. Hafner has limited voting power over such shares pursuant to a voting agreement and proxy dated April 13, 2011. Mr. Hafner disclaims beneficial ownership of such shares.
- [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 shares underlying the option vest in equal monthly installment beginning on February 1, 2010 and ending on January 1, 2014.
- [F5]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.
- [F6]289,377 shares disposed of for a cash payment of $40.00 per share pursuant to the Merger Agreement, in connection with the Merger. 712,888 shares disposed of in exchange for 40,834 shares of priceline common stock and a cash payment of $165.09 in lieu of fractional shares of priceline common stock in accordance with the provisions of the Merger Agreement, in connection with the Merger.
- [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. 28,872 shares disposed of for a cash payment of $40.00 per share pursuant to the Merger Agreement, in connection with the Merger. 71,128 shares disposed of in exchange for 4,074 shares of priceline common stock and a cash payment of $155.69 in lieu of fractional shares of priceline common stock in accordance with the provisions of the Merger Agreement, in connection with the Merger.
- [F8]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. 144,362 shares disposed of for a cash payment of $40.00 per share pursuant to the Merger Agreement, in connection with the Merger. 355,638 shares disposed of in exchange for 20,370 shares of priceline common stock and a cash payment of $694.24 in lieu of fractional shares of priceline common stock in accordance with the provisions of the Merger Agreement, in connection with the Merger.
- [F9]Pursuant to the terms of the Merger Agreement, in connection with the Merger, all outstanding and unexercised stock options were converted automatically into options to purchase priceline common stock in accordance with the formula set forth in the Merger Agreement.
Documents
Issuer
KAYAK Software Corp
CIK 0001312928
Entity typeother
Related Parties
1- filerCIK 0001533129
Filing Metadata
- Form type
- 4
- Filed
- May 22, 8:00 PM ET
- Accepted
- May 23, 2:56 PM ET
- Size
- 19.7 KB