|4Nov 15, 1:44 PM ET

ACTIVE NETWORK INC 4

4 · ACTIVE NETWORK INC · Filed Nov 15, 2013

Insider Transaction Report

Form 4
Period: 2013-11-15
Belmonte Jon
Interim CEO
Transactions
  • Disposition from Tender

    Common Stock

    2013-11-1521,8750 total(indirect: By Trust)
  • Disposition from Tender

    Common Stock

    2013-11-1574,19533,500 total
  • Disposition to Issuer

    Common Stock

    2013-11-1533,5000 total
  • Disposition to Issuer

    Stock Option (right to buy)

    2013-11-15$9.47/sh100,000$947,0000 total
    Exercise: $5.03Exp: 2023-04-30Common Stock (100,000 underlying)
Footnotes (5)
  • [F1]Per the terms of the Agreement and Plan of Merger dated September 28, 2013, by and among Athlaction Holdings, LLC, Athlaction Merger Sub, Inc. and The Active Network, Inc. (the "Merger Agreement"), each share of The Active Network, Inc. (the "Company") common stock was converted into the right to receive cash in an amount equal to $14.50 per share.
  • [F2]Mr. Belmonte is the trustee of The Belmonte Trust and has voting and dispositive power with respect to these shares. Mr. Belmonte disclaims beneficial ownership except to the extent of his pecuniary interest therein.
  • [F3]Represents restricted stock units previously reported under Table I.
  • [F4]Per the terms of the Merger Agreement, each restricted stock unit granted that was outstanding as of the Effective Time (as defined in the Merger Agreement), was cancelled and converted into the right to receive cash in an amount equal to $14.50 per share.
  • [F5]Per the terms of the Merger Agreement, each stock option that was outstanding and unexercised as of the Effective Time, whether or not vested, was cancelled and converted into the right to receive cash in an amount equal to (i) the total number of shares subject to each such option immediately prior to the Effective Time (without regard to vesting) multiplied by (ii) the excess, if any, of (x) $14.50 over (y) the exercise price payable per share under each such stock option.

Documents

1 file
  • 4
    rrd394565.xmlPrimary