4//SEC Filing
Birge Robert M 4
Accession 0001181431-13-030091
CIK 0001312928other
Filed
May 22, 8:00 PM ET
Accepted
May 23, 3:03 PM ET
Size
21.8 KB
Accession
0001181431-13-030091
Insider Transaction Report
Form 4
Birge Robert M
Chief Marketing Officer
Transactions
- Disposition to Issuer
Class B Common Stock
2013-05-21−14,443→ 0 total→ Class A Common Stock (14,443 underlying) - Disposition to Issuer
Stock Option (right to buy)
2013-05-21−95,312→ 0 totalExercise: $7.50Exp: 2019-05-18→ Class B Common Stock (95,312 underlying) - Disposition to Issuer
Stock Option (right to buy)
2013-05-21−96,250→ 0 totalExercise: $14.82Exp: 2020-09-30→ Class B Common Stock (96,250 underlying) - Disposition to Issuer
Stock Option (right to buy)
2013-05-21−75,000→ 0 totalExercise: $26.00Exp: 2022-07-19→ Class B Common Stock (75,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2013-05-21−100,000→ 0 total(indirect: By Spouse)Exercise: $11.29Exp: 2020-02-10→ Class B Common Stock (100,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2013-05-21−60,000→ 0 total(indirect: By Spouse)Exercise: $14.82Exp: 2020-09-30→ Class B Common Stock (60,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2013-05-21−75,000→ 0 total(indirect: By Spouse)Exercise: $26.00Exp: 2022-07-19→ Class B Common Stock (75,000 underlying)
Footnotes (11)
- [F1]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.
- [F10]Does not include 54,688 options to purchase shares of Class B Common Stock held by the reporting person's former spouse, which options the reporting person previously reported. The options were distributed to the reporting person's former spouse pursuant to a divorce decree and the reporting person has, therefore, omitted these holdings from this Form 4.
- [F11]Does not include 23,750 options to purchase shares of Class B Common Stock held by the reporting person's former spouse, which options the reporting person previously reported. The options were distributed to the reporting person's former spouse pursuant to a divorce decree and the reporting person has, therefore, omitted these holdings from this Form 4.
- [F2]14,443 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").
- [F3]67,187 shares underlying the option were fully vested as of August 6, 2012. The balance of the shares vest in equal monthly installments of 3,125 shares each, beginning on September 6, 2012.
- [F4]31,250 shares underlying the option were fully vested as of July 17, 2012. The balance of the shares vest in equal monthly installments of 2,500 shares each, beginning on August 17, 2012.
- [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]Twenty-five percent of the shares underlying the option vested on October 30, 2010. The balance of the shares vest in equal monthly installments beginning on November 30, 2010 and ending on October 30, 2013.
- [F7]The shares underlying the option vest in equal monthly installments beginning on October 17, 2010 and ending on September 17, 2014.
- [F8]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.
- [F9]Does not include 12,443 shares of Class B Common Stock held by the reporting person's former spouse, which shares the reporting person previously reported. The shares were distributed to the reporting person's former spouse pursuant to a divorce decree and the reporting person has, therefore, omitted these holdings from this Form 4.
Documents
Issuer
KAYAK Software Corp
CIK 0001312928
Entity typeother
Related Parties
1- filerCIK 0001533126
Filing Metadata
- Form type
- 4
- Filed
- May 22, 8:00 PM ET
- Accepted
- May 23, 3:03 PM ET
- Size
- 21.8 KB