4//SEC Filing
KAYAK Software Corp 4
Accession 0001181431-13-030120
CIK 0001312928operating
Filed
May 22, 8:00 PM ET
Accepted
May 23, 3:28 PM ET
Size
15.4 KB
Accession
0001181431-13-030120
Insider Transaction Report
Form 4
Accel London II Associates L.L.C.
10% Owner
Transactions
- Disposition to Issuer
Class A Common Stock
2013-05-21−18,556→ 0 total(indirect: See footnote) - Disposition to Issuer
Class B Common Stock
2013-05-21−4,797,286→ 0 total(indirect: See footnote)→ Class A Common Stock (4,797,286 underlying)
Accel London II L.P.
10% Owner
Transactions
- Disposition to Issuer
Class A Common Stock
2013-05-21−18,556→ 0 total(indirect: See footnote) - Disposition to Issuer
Class B Common Stock
2013-05-21−4,797,286→ 0 total(indirect: See footnote)→ Class A Common Stock (4,797,286 underlying)
Accel London Investors 2006 L.P.
10% Owner
Transactions
- Disposition to Issuer
Class A Common Stock
2013-05-21−18,556→ 0 total(indirect: See footnote) - Disposition to Issuer
Class B Common Stock
2013-05-21−4,797,286→ 0 total(indirect: See footnote)→ Class A Common Stock (4,797,286 underlying)
Accel London II Associates L.P.
10% Owner
Transactions
- Disposition to Issuer
Class A Common Stock
2013-05-21−18,556→ 0 total(indirect: See footnote) - Disposition to Issuer
Class B Common Stock
2013-05-21−4,797,286→ 0 total(indirect: See footnote)→ Class A Common Stock (4,797,286 underlying)
Footnotes (5)
- [F1]5,358 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"). 13,198 shares disposed of in exchange for 755 shares of priceline common stock and a cash payment of $721.29 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 of Accel London II L.P. and Accel London Investors 2006 L.P. are the record holders of 18,176 shares and 380 shares of Class A Common Stock, respectively. Accel London II Associates L.L.C. is the general partner of Accel London II Associates L.P., which is the general partner of Accel London II L.P. and has sole voting power and investment power over the shares owned by Accel London II L.P. Accel London II Associates L.L.C. is the general partner of Accel London Investors 2006 L.P. and has sole voting power and investment power over the shares owned by Accel London Investors 2006 L.P. The general partner and managers disclaim beneficial ownership of such shares owned by the funds except to the extent of their pecuniary interest therein.
- [F3]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.
- [F4]1,385,088 shares disposed of for a cash payment of $40.00 per share pursuant to the Merger Agreement, in connection with the Merger. 3,412,198 shares disposed of in exchange for 195,449 shares of priceline common stock and a cash payment of $1,250.44 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 of Accel London II L.P. and Accel London Investors 2006 L.P. are the record holders of 4,698,942 shares and 98,344 shares of Class B Common Stock, respectively. Accel London II Associates L.L.C. is the general partner of Accel London II Associates L.P., which is the general partner of Accel London II L.P. and has sole voting power and investment power over the shares owned by Accel London II L.P. Accel London II Associates L.L.C. is the general partner of Accel London Investors 2006 L.P. and has sole voting power and investment power over the shares owned by Accel London Investors 2006 L.P. The general partner and managers disclaim beneficial ownership of such shares owned by the funds except to the extent of their pecuniary interest therein.
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, 3:28 PM ET
- Size
- 15.4 KB