4//SEC Filing
KLEIN KAREN RUZIC 4
Accession 0001181431-13-030095
CIK 0001312928other
Filed
May 22, 8:00 PM ET
Accepted
May 23, 3:06 PM ET
Size
13.3 KB
Accession
0001181431-13-030095
Insider Transaction Report
Form 4
KLEIN KAREN RUZIC
Gen. Counsel & Corp. Sec.
Transactions
- Disposition to Issuer
Stock Option (right to buy)
2013-05-21−60,000→ 0 totalExercise: $14.82Exp: 2020-09-30→ Class B Common Stock (60,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2013-05-21−200,000→ 0 totalExercise: $7.50Exp: 2017-10-31→ Class B Common Stock (200,000 underlying) - Disposition to Issuer
Class B Common Stock
2013-05-21−3,634→ 0 total→ Class A Common Stock (3,634 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)
Footnotes (6)
- [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.
- [F2]3,634 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]The shares underlying the option vest in equal monthly installments beginning on August 7, 2009 and ending on July 7, 2013.
- [F4]The shares underlying the option vest in equal monthly installments beginning on October 17, 2010 and ending on September 17, 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]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 0001533130
Filing Metadata
- Form type
- 4
- Filed
- May 22, 8:00 PM ET
- Accepted
- May 23, 3:06 PM ET
- Size
- 13.3 KB