4//SEC Filing
STANGER GREGORY S 4
Accession 0001181431-13-030098
CIK 0001312928other
Filed
May 22, 8:00 PM ET
Accepted
May 23, 3:09 PM ET
Size
8.4 KB
Accession
0001181431-13-030098
Insider Transaction Report
Form 4
STANGER GREGORY S
Director
Transactions
- Disposition to Issuer
Class A Common Stock
2013-05-21−6,564→ 0 total - Disposition to Issuer
Restricted Stock Units
2013-05-21−3,365→ 0 total→ Class A Common Stock (3,365 underlying)
Footnotes (4)
- [F1]2,673 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"). 3,891 shares disposed of in exchange for 222 shares of priceline common stock and a cash payment of $644.15 in lieu of fractional shares of priceline common stock in accordance with the provisions of the Merger Agreement, in connection with the Merger.
- [F2]Each restricted stock unit, once vested due to continued service as a director, represents a contingent right to receive one share of the Issuer's Class A Common Stock. Shares due upon vesting of the restricted stock units will be settled 65% in stock and 35% in cash.
- [F3]5,048 restricted stock units vested as of the grant date and 1,683 restricted stock units vest on each of September 3, 2012, December 3, 2012 and March 3, 2013. An additional 841 restricted stock units vest on each of June 3, 2013, September 3, 2013 and December 3, 2013 and the remaining 842 restricted stock units will vest on March 3, 2014.
- [F4]Pursuant to the terms of the Merger Agreement, in connection with the Merger, any vesting conditions applicable to unvested restricted stock units representing a contingent right to receive the Issuer's Class A Common Stock were accelerated in full and were cancelled in exchange for the right to receive a cash payment equal to $41.40 per restricted stock unit in accordance with the provisions of the Merger Agreement.
Documents
Issuer
KAYAK Software Corp
CIK 0001312928
Entity typeother
Related Parties
1- filerCIK 0001184248
Filing Metadata
- Form type
- 4
- Filed
- May 22, 8:00 PM ET
- Accepted
- May 23, 3:09 PM ET
- Size
- 8.4 KB