4//SEC Filing
ENGLISH PAUL M 4
Accession 0001181431-13-030102
CIK 0001312928other
Filed
May 22, 8:00 PM ET
Accepted
May 23, 3:12 PM ET
Size
29.1 KB
Accession
0001181431-13-030102
Insider Transaction Report
Form 4
ENGLISH PAUL M
DirectorPresident & CTO
Transactions
- Disposition to Issuer
Class A Common Stock
2013-05-21−315,880→ 0 total(indirect: See Footnote) - Disposition to Issuer
Class A Common Stock
2013-05-21−315,880→ 0 total(indirect: See Footnote) - Disposition to Issuer
Class B Common Stock
2013-05-21−902,803→ 0 total(indirect: See Footnote)→ Class A Common Stock (902,803 underlying) - Disposition to Issuer
Stock Option (right to buy)
2013-05-21−200,000→ 0 totalExercise: $13.00Exp: 2010-04-28→ Class B Common Stock (200,000 underlying) - Disposition to Issuer
Class A Common Stock
2013-05-21−208,075→ 0 total(indirect: See Footnote) - Disposition to Issuer
Class B Common Stock
2013-05-21−912,940→ 0 total→ Class A Common Stock (912,940 underlying) - Disposition to Issuer
Class B Common Stock
2013-05-21−100,000→ 0 total(indirect: See Footnote)→ Class A Common Stock (100,000 underlying) - Disposition to Issuer
Class B Common Stock
2013-05-21−161,084→ 0 total(indirect: See Footnote)→ Class A Common Stock (161,084 underlying) - Disposition to Issuer
Class B Common Stock
2013-05-21−161,084→ 0 total(indirect: See Footnote)→ Class A Common Stock (161,084 underlying) - Disposition to Issuer
Stock Option (right to buy)
2013-05-21−225,000→ 0 totalExercise: $26.00Exp: 2022-07-19→ Class B Common Stock (225,000 underlying)
Footnotes (11)
- [F1]The shares are held by The Paul M. English 2009 Charitable Remainder Unitrust I, of which Mr. English is a trustee and a beneficiary. Mr. English disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. 91,202 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"). 224,678 shares disposed of in exchange for 12,869 shares of priceline common stock and a cash payment of $408.50 in lieu of fractional shares of priceline common stock in accordance with the provisions of the Merger Agreement, in connection with the Merger.
- [F10]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.
- [F11]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.
- [F2]The shares are held by The Paul M. English 2009 Charitable Remainder Unitrust II, of which Mr. English is a trustee, but not a beneficiary. Mr. English disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. 91,202 shares disposed of for a cash payment of $40.00 per share pursuant to the Merger Agreement, in connection with the Merger. 224,678 shares disposed of in exchange for 12,869 shares of priceline common stock and a cash payment of $408.50 in lieu of fractional shares of priceline common stock in accordance with the provisions of the Merger Agreement, in connection with the Merger.
- [F3]The shares are held by The Paul M. English 2007 Irrevocable Family Trust, of which Mr. English is a trustee, but not a beneficiary. Mr. English disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. 60,076 shares of Class A Common Stock and 28,872 shares of Class B Common Stock disposed of for a cash payment of $40.00 per share pursuant to the Merger Agreement, in connection with the Merger. 147,999 shares Class A Common Stock disposed of in exchange for 8,477 shares of priceline common stock and a cash payment of $281.27 in lieu of fractional shares of priceline common stock and 71,128 shares of Class B Common Stock disposed of in exchange for 4,074 shares of priceline common stock and a cash payment of $155.69 in lieu of fractional shares of priceline common stock in accordance with the provisions of the Merger Agreement, in connection with the Merger.
- [F4]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.
- [F5]263,587 shares disposed of for a cash payment of $40.00 per share pursuant to the Merger Agreement, in connection with the Merger. 649,353 shares disposed of in exchange for 37,194 shares of priceline common stock and a cash payment of $690.72 in lieu of fractional shares of priceline common stock in accordance with the provisions of the Merger Agreement, in connection with the Merger.
- [F6]The shares are held by The English Family 2010 Trust, of which Mr. English is not a trustee or a beneficiary. Mr. English has sole voting power over the shares owned by the trust. Mr. English disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. 260,660 shares disposed of for a cash payment of $40.00 per share pursuant to the Merger Agreement, in connection with the Merger. 642,143 shares disposed of in exchange for 36,781 shares of priceline common stock and a cash payment of $698.95 in lieu of fractional shares of priceline common stock in accordance with the provisions of the Merger Agreement, in connection with the Merger.
- [F7]The shares are held by the Paul M. English Family 2006 Remainder Trust for the benefit of Mr. English's family. Mr. English is neither the trustee nor the beneficiary of the trust and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. 46,509 shares disposed of for a cash payment of $40.00 per share pursuant to the Merger Agreement, in connection with the Merger. 114,575 shares disposed of in exchange for 6,562 shares of priceline common stock and a cash payment of $629.10 in lieu of fractional shares of priceline common stock in accordance with the provisions of the Merger Agreement, in connection with the Merger.
- [F8]The shares are held by the Paul M. English Family 2006 Remainder Trust for the benefit of Mr. English's family. Mr. English is neither the trustee nor the beneficiary of the trust and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. 46,509 shares disposed of for a cash payment of $40.00 per share pursuant to the Merger Agreement, in connection with the Merger. 114,575 shares disposed of in exchange for 6,562 shares of priceline common stock and a cash payment of $629.10 in lieu of fractional shares of priceline common stock in accordance with the provisions of the Merger Agreement, in connection with the Merger.
- [F9]The shares underlying the option vest in equal monthly installments beginning on February 1, 2010 and ending on January 1, 2014.
Documents
Issuer
KAYAK Software Corp
CIK 0001312928
Entity typeother
Related Parties
1- filerCIK 0001533127
Filing Metadata
- Form type
- 4
- Filed
- May 22, 8:00 PM ET
- Accepted
- May 23, 3:12 PM ET
- Size
- 29.1 KB