MELNICK KEITH D 4

Accession 0001181431-13-030101

CIK 0001312928other

Filed

May 22, 8:00 PM ET

Accepted

May 23, 3:12 PM ET

Size

21.3 KB

Accession

0001181431-13-030101

Form 4

Period: 2013-05-21

Chief Commercial Officer

Transactions

Disposition to Issuer
Stock Option (right to buy)
2013-05-21−13,179→ 0 total
Exercise: $1.00Exp: 2014-05-20→ Class B Common Stock (13,179 underlying)
Disposition to Issuer
Stock Option (right to buy)
2013-05-21−22,800→ 0 total
Exercise: $1.40Exp: 2015-08-08→ Class B Common Stock (22,800 underlying)
Disposition to Issuer
Stock Option (right to buy)
2013-05-21−38,200→ 0 total
Exercise: $1.40Exp: 2016-04-02→ Class B Common Stock (38,200 underlying)
Disposition to Issuer
Stock Option (right to buy)
2013-05-21−19,900→ 0 total
Exercise: $2.98Exp: 2016-12-31→ Class B Common Stock (19,900 underlying)
Disposition to Issuer
Stock Option (right to buy)
2013-05-21−125,000→ 0 total
Exercise: $5.00Exp: 2017-05-31→ Class B Common Stock (125,000 underlying)
Disposition to Issuer
Stock Option (right to buy)
2013-05-21−120,000→ 0 total
Exercise: $14.82Exp: 2020-09-30→ Class B Common Stock (120,000 underlying)
Disposition to Issuer
Stock Option (right to buy)
2013-05-21−75,000→ 0 total
Exercise: $26.00Exp: 2022-07-19→ Class B Common Stock (75,000 underlying)
Disposition to Issuer
Stock Option (right to buy)
2013-05-21−50,000→ 0 total
Exercise: $5.00Exp: 2017-07-12→ Class B Common Stock (50,000 underlying)

Footnotes (5)

[F1]These options are fully vested.
[F2]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.
[F3]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, 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.
[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.

Documents

1 file

KAYAK Software Corp

CIK 0001312928

Entity typeother