4//SEC Filing
KAYAK Software Corp 4
Accession 0001181431-13-030096
CIK 0001312928operating
Filed
May 22, 8:00 PM ET
Accepted
May 23, 3:09 PM ET
Size
39.9 KB
Accession
0001181431-13-030096
Insider Transaction Report
Form 4
SEQUOIA CAPITAL XI
10% Owner
Transactions
- Disposition to Issuer
Class B Common Stock
2013-05-21−22,338→ 0 total(indirect: By Sequoia Capital Growth Partners III, LP)→ Class A Common Stock (22,338 underlying) - Disposition to Issuer
Class A Common Stock
2013-05-21−3,607→ 0 total(indirect: By LLC) - Disposition to Issuer
Class B Common Stock
2013-05-21−343,224→ 0 total(indirect: By LLC)→ Class A Common Stock (343,224 underlying) - Disposition to Issuer
Class B Common Stock
2013-05-21−2,269,059→ 0 total(indirect: By Sequoia Capital Growth Fund III, LP)→ Class A Common Stock (2,269,059 underlying) - Disposition to Issuer
Class A Common Stock
2013-05-21−765→ 0 total(indirect: By Sequoia Capital Growth Partners III, LP) - Disposition to Issuer
Class B Common Stock
2013-05-21−99,657→ 0 total(indirect: By Sequoia Technology Partners XI, LP)→ Class A Common Stock (99,657 underlying) - Disposition to Issuer
Class B Common Stock
2013-05-21−3,154,842→ 0 total(indirect: By Sequoia Capital XI, LP)→ Class A Common Stock (3,154,842 underlying) - Disposition to Issuer
Class A Common Stock
2013-05-21−69,853→ 0 total(indirect: By Sequoia Capital Growth Fund III, LP) - Disposition to Issuer
Class B Common Stock
2013-05-21−111,677→ 0 total(indirect: By LLC)→ Class A Common Stock (111,677 underlying)
SEQUOIA CAPITAL XI PRINCIPALS FUND
10% Owner
Transactions
- Disposition to Issuer
Class A Common Stock
2013-05-21−69,853→ 0 total(indirect: By Sequoia Capital Growth Fund III, LP) - Disposition to Issuer
Class A Common Stock
2013-05-21−3,607→ 0 total(indirect: By LLC) - Disposition to Issuer
Class B Common Stock
2013-05-21−343,224→ 0 total(indirect: By LLC)→ Class A Common Stock (343,224 underlying) - Disposition to Issuer
Class B Common Stock
2013-05-21−2,269,059→ 0 total(indirect: By Sequoia Capital Growth Fund III, LP)→ Class A Common Stock (2,269,059 underlying) - Disposition to Issuer
Class B Common Stock
2013-05-21−22,338→ 0 total(indirect: By Sequoia Capital Growth Partners III, LP)→ Class A Common Stock (22,338 underlying) - Disposition to Issuer
Class B Common Stock
2013-05-21−111,677→ 0 total(indirect: By LLC)→ Class A Common Stock (111,677 underlying) - Disposition to Issuer
Class A Common Stock
2013-05-21−765→ 0 total(indirect: By Sequoia Capital Growth Partners III, LP) - Disposition to Issuer
Class B Common Stock
2013-05-21−99,657→ 0 total(indirect: By Sequoia Technology Partners XI, LP)→ Class A Common Stock (99,657 underlying) - Disposition to Issuer
Class B Common Stock
2013-05-21−3,154,842→ 0 total(indirect: By Sequoia Capital XI, LP)→ Class A Common Stock (3,154,842 underlying)
SC XI MANAGEMENT LLC
10% Owner
Transactions
- Disposition to Issuer
Class A Common Stock
2013-05-21−3,607→ 0 total(indirect: By LLC) - Disposition to Issuer
Class B Common Stock
2013-05-21−111,677→ 0 total(indirect: By LLC)→ Class A Common Stock (111,677 underlying) - Disposition to Issuer
Class A Common Stock
2013-05-21−69,853→ 0 total(indirect: By Sequoia Capital Growth Fund III, LP) - Disposition to Issuer
Class A Common Stock
2013-05-21−765→ 0 total(indirect: By Sequoia Capital Growth Partners III, LP) - Disposition to Issuer
Class B Common Stock
2013-05-21−343,224→ 0 total(indirect: By LLC)→ Class A Common Stock (343,224 underlying) - Disposition to Issuer
Class B Common Stock
2013-05-21−3,154,842→ 0 total(indirect: By Sequoia Capital XI, LP)→ Class A Common Stock (3,154,842 underlying) - Disposition to Issuer
Class B Common Stock
2013-05-21−22,338→ 0 total(indirect: By Sequoia Capital Growth Partners III, LP)→ Class A Common Stock (22,338 underlying) - Disposition to Issuer
Class B Common Stock
2013-05-21−99,657→ 0 total(indirect: By Sequoia Technology Partners XI, LP)→ Class A Common Stock (99,657 underlying) - Disposition to Issuer
Class B Common Stock
2013-05-21−2,269,059→ 0 total(indirect: By Sequoia Capital Growth Fund III, LP)→ Class A Common Stock (2,269,059 underlying)
SCGF III MANAGEMENT LLC
10% Owner
Transactions
- Disposition to Issuer
Class A Common Stock
2013-05-21−69,853→ 0 total(indirect: By Sequoia Capital Growth Fund III, LP) - Disposition to Issuer
Class A Common Stock
2013-05-21−765→ 0 total(indirect: By Sequoia Capital Growth Partners III, LP) - Disposition to Issuer
Class A Common Stock
2013-05-21−3,607→ 0 total(indirect: By LLC) - Disposition to Issuer
Class B Common Stock
2013-05-21−99,657→ 0 total(indirect: By Sequoia Technology Partners XI, LP)→ Class A Common Stock (99,657 underlying) - Disposition to Issuer
Class B Common Stock
2013-05-21−343,224→ 0 total(indirect: By LLC)→ Class A Common Stock (343,224 underlying) - Disposition to Issuer
Class B Common Stock
2013-05-21−3,154,842→ 0 total(indirect: By Sequoia Capital XI, LP)→ Class A Common Stock (3,154,842 underlying) - Disposition to Issuer
Class B Common Stock
2013-05-21−2,269,059→ 0 total(indirect: By Sequoia Capital Growth Fund III, LP)→ Class A Common Stock (2,269,059 underlying) - Disposition to Issuer
Class B Common Stock
2013-05-21−22,338→ 0 total(indirect: By Sequoia Capital Growth Partners III, LP)→ Class A Common Stock (22,338 underlying) - Disposition to Issuer
Class B Common Stock
2013-05-21−111,677→ 0 total(indirect: By LLC)→ Class A Common Stock (111,677 underlying)
Transactions
- Disposition to Issuer
Class B Common Stock
2013-05-21−111,677→ 0 total(indirect: By LLC)→ Class A Common Stock (111,677 underlying) - Disposition to Issuer
Class A Common Stock
2013-05-21−69,853→ 0 total(indirect: By Sequoia Capital Growth Fund III, LP) - Disposition to Issuer
Class A Common Stock
2013-05-21−765→ 0 total(indirect: By Sequoia Capital Growth Partners III, LP) - Disposition to Issuer
Class A Common Stock
2013-05-21−3,607→ 0 total(indirect: By LLC) - Disposition to Issuer
Class B Common Stock
2013-05-21−99,657→ 0 total(indirect: By Sequoia Technology Partners XI, LP)→ Class A Common Stock (99,657 underlying) - Disposition to Issuer
Class B Common Stock
2013-05-21−343,224→ 0 total(indirect: By LLC)→ Class A Common Stock (343,224 underlying) - Disposition to Issuer
Class B Common Stock
2013-05-21−3,154,842→ 0 total(indirect: By Sequoia Capital XI, LP)→ Class A Common Stock (3,154,842 underlying) - Disposition to Issuer
Class B Common Stock
2013-05-21−2,269,059→ 0 total(indirect: By Sequoia Capital Growth Fund III, LP)→ Class A Common Stock (2,269,059 underlying) - Disposition to Issuer
Class B Common Stock
2013-05-21−22,338→ 0 total(indirect: By Sequoia Capital Growth Partners III, LP)→ Class A Common Stock (22,338 underlying)
SEQUOIA CAPITAL GROWTH PARTNERS III
10% Owner
Transactions
- Disposition to Issuer
Class A Common Stock
2013-05-21−765→ 0 total(indirect: By Sequoia Capital Growth Partners III, LP) - Disposition to Issuer
Class A Common Stock
2013-05-21−69,853→ 0 total(indirect: By Sequoia Capital Growth Fund III, LP) - Disposition to Issuer
Class B Common Stock
2013-05-21−99,657→ 0 total(indirect: By Sequoia Technology Partners XI, LP)→ Class A Common Stock (99,657 underlying) - Disposition to Issuer
Class B Common Stock
2013-05-21−343,224→ 0 total(indirect: By LLC)→ Class A Common Stock (343,224 underlying) - Disposition to Issuer
Class A Common Stock
2013-05-21−3,607→ 0 total(indirect: By LLC) - Disposition to Issuer
Class B Common Stock
2013-05-21−3,154,842→ 0 total(indirect: By Sequoia Capital XI, LP)→ Class A Common Stock (3,154,842 underlying) - Disposition to Issuer
Class B Common Stock
2013-05-21−2,269,059→ 0 total(indirect: By Sequoia Capital Growth Fund III, LP)→ Class A Common Stock (2,269,059 underlying) - Disposition to Issuer
Class B Common Stock
2013-05-21−22,338→ 0 total(indirect: By Sequoia Capital Growth Partners III, LP)→ Class A Common Stock (22,338 underlying) - Disposition to Issuer
Class B Common Stock
2013-05-21−111,677→ 0 total(indirect: By LLC)→ Class A Common Stock (111,677 underlying)
SEQUOIA TECHNOLOGY PARTNERS XI
10% Owner
Transactions
- Disposition to Issuer
Class A Common Stock
2013-05-21−765→ 0 total(indirect: By Sequoia Capital Growth Partners III, LP) - Disposition to Issuer
Class B Common Stock
2013-05-21−99,657→ 0 total(indirect: By Sequoia Technology Partners XI, LP)→ Class A Common Stock (99,657 underlying) - Disposition to Issuer
Class B Common Stock
2013-05-21−3,154,842→ 0 total(indirect: By Sequoia Capital XI, LP)→ Class A Common Stock (3,154,842 underlying) - Disposition to Issuer
Class B Common Stock
2013-05-21−22,338→ 0 total(indirect: By Sequoia Capital Growth Partners III, LP)→ Class A Common Stock (22,338 underlying) - Disposition to Issuer
Class A Common Stock
2013-05-21−69,853→ 0 total(indirect: By Sequoia Capital Growth Fund III, LP) - Disposition to Issuer
Class A Common Stock
2013-05-21−3,607→ 0 total(indirect: By LLC) - Disposition to Issuer
Class B Common Stock
2013-05-21−343,224→ 0 total(indirect: By LLC)→ Class A Common Stock (343,224 underlying) - Disposition to Issuer
Class B Common Stock
2013-05-21−2,269,059→ 0 total(indirect: By Sequoia Capital Growth Fund III, LP)→ Class A Common Stock (2,269,059 underlying) - Disposition to Issuer
Class B Common Stock
2013-05-21−111,677→ 0 total(indirect: By LLC)→ Class A Common Stock (111,677 underlying)
SEQUOIA CAPITAL GROWTH FUND III
10% Owner
Transactions
- Disposition to Issuer
Class A Common Stock
2013-05-21−69,853→ 0 total(indirect: By Sequoia Capital Growth Fund III, LP) - Disposition to Issuer
Class A Common Stock
2013-05-21−765→ 0 total(indirect: By Sequoia Capital Growth Partners III, LP) - Disposition to Issuer
Class A Common Stock
2013-05-21−3,607→ 0 total(indirect: By LLC) - Disposition to Issuer
Class B Common Stock
2013-05-21−99,657→ 0 total(indirect: By Sequoia Technology Partners XI, LP)→ Class A Common Stock (99,657 underlying) - Disposition to Issuer
Class B Common Stock
2013-05-21−343,224→ 0 total(indirect: By LLC)→ Class A Common Stock (343,224 underlying) - Disposition to Issuer
Class B Common Stock
2013-05-21−3,154,842→ 0 total(indirect: By Sequoia Capital XI, LP)→ Class A Common Stock (3,154,842 underlying) - Disposition to Issuer
Class B Common Stock
2013-05-21−2,269,059→ 0 total(indirect: By Sequoia Capital Growth Fund III, LP)→ Class A Common Stock (2,269,059 underlying) - Disposition to Issuer
Class B Common Stock
2013-05-21−22,338→ 0 total(indirect: By Sequoia Capital Growth Partners III, LP)→ Class A Common Stock (22,338 underlying) - Disposition to Issuer
Class B Common Stock
2013-05-21−111,677→ 0 total(indirect: By LLC)→ Class A Common Stock (111,677 underlying)
Footnotes (12)
- [F1]20,168 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"). 49,685 shares disposed of in exchange for 2,845 shares of priceline common stock and a cash payment of $703.18 in lieu of fractional shares of priceline common stock in accordance with the provisions of the Merger Agreement, in connection with the Merger.
- [F10]655,130 shares disposed of for a cash payment of $40.00 per share pursuant to the Merger Agreement, in connection with the Merger. 1,613,929 shares disposed of in exchange for 92,445 shares of priceline common stock and a cash payment of $626.98 in lieu of fractional shares of priceline common stock in accordance with the provisions of the Merger Agreement, in connection with the Merger.
- [F11]6,449 shares disposed of for a cash payment of $40.00 per share pursuant to the Merger Agreement, in connection with the Merger. 15,889 shares disposed of in exchange for 910 shares of priceline common stock and a cash payment of $89.60 in lieu of fractional shares of priceline common stock in accordance with the provisions of the Merger Agreement, in connection with the Merger.
- [F12]32,244 shares disposed of for a cash payment of $40.00 per share pursuant to the Merger Agreement, in connection with the Merger. 79,433 shares disposed of in exchange for 4,549 shares of priceline common stock and a cash payment of $677.78 in lieu of fractional shares of priceline common stock in accordance with the provisions of the Merger Agreement, in connection with the Merger.
- [F2]SCGF III Management, LLC ("SCGF III Management") is the general partner of Sequoia Capital Growth Partners III, LP ("SCGP III") and Sequoia Capital Growth Fund III, LP ("SCGF III") and is the managing member of Sequoia Capital Growth III Principals Fund, LLC ("SCG III"). As a result, SCGF III Management may be deemed to share voting and dispositive power with respect to the shares held by SCGP III, SCGF III and SCG III. Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.
- [F3]221 shares disposed of for a cash payment of $40.00 per share pursuant to the Merger Agreement, in connection with the Merger. 544 shares disposed of in exchange for 31 shares of priceline common stock and a cash payment of $117.82 in lieu of fractional shares of priceline common stock in accordance with the provisions of the Merger Agreement, in connection with the Merger.
- [F4]1,041 shares disposed of for a cash payment of $40.00 per share pursuant to the Merger Agreement, in connection with the Merger. 2,566 shares disposed of in exchange for 146 shares of priceline common stock and a cash payment of $720.58 in lieu of fractional shares of priceline common stock in accordance with the provisions of the Merger Agreement, in connection with the Merger.
- [F5]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.
- [F6]28,773 shares disposed of for a cash payment of $40.00 per share pursuant to the Merger Agreement, in connection with the Merger. 70,884 shares disposed of in exchange for 4,060 shares of priceline common stock and a cash payment of $173.09 in lieu of fractional shares of priceline common stock in accordance with the provisions of the Merger Agreement, in connection with the Merger.
- [F7]SC XI Management, LLC ("SC XI Management") is the general partner of Sequoia Capital XI, LP ("SC XI") and Sequoia Technology Partners XI, LP ("STP XI") and is the managing member of Sequoia Capital XI Principals Fund, LLC ("SC XI PF"). As a result, SC XI Management may be deemed to share voting and dispositive power with respect to the shares held by SC XI, STP XI and SC XI PF. Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.
- [F8]99,097 shares disposed of for a cash payment of $40.00 per share pursuant to the Merger Agreement, in connection with the Merger. 244,127 shares disposed of in exchange for 13,983 shares of priceline common stock and a cash payment of $436.96 in lieu of fractional shares of priceline common stock in accordance with the provisions of the Merger Agreement, in connection with the Merger.
- [F9]910,876 shares disposed of for a cash payment of $40.00 per share pursuant to the Merger Agreement, in connection with the Merger. 2,243,966 shares disposed of in exchange for 128,534 shares of priceline common stock and a cash payment of $273.75 in lieu of fractional shares of priceline common stock in accordance with the provisions of the Merger Agreement, in connection with the Merger.
Documents
Issuer
KAYAK Software Corp
CIK 0001312928
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001312928
Filing Metadata
- Form type
- 4
- Filed
- May 22, 8:00 PM ET
- Accepted
- May 23, 3:09 PM ET
- Size
- 39.9 KB