4//SEC Filing
ACTIVE NETWORK INC 4
Accession 0001181431-13-059193
CIK 0001163932operating
Filed
Nov 14, 7:00 PM ET
Accepted
Nov 15, 1:47 PM ET
Size
24.2 KB
Accession
0001181431-13-059193
Insider Transaction Report
Form 4
Mendel Scott
Chief Financial Officer
Transactions
- Disposition from Tender
Common Stock
2013-11-15−23,337→ 87,781 total - Disposition to Issuer
Common Stock
2013-11-15−87,781→ 0 total - Award
Common Stock
2013-11-15−109,008→ 109,008 total - Disposition to Issuer
Common Stock
2013-11-15−109,008→ 0 total - Award
Common Stock
2013-11-15−121,059→ 121,059 total - Disposition to Issuer
Common Stock
2013-11-15−121,059→ 0 total - Disposition to Issuer
Stock Option (right to buy)
2013-11-15$12.54/sh−148,278$1,859,406→ 0 totalExercise: $1.96Exp: 2020-03-08→ Common Stock (148,278 underlying) - Disposition to Issuer
Stock Option (right to buy)
2013-11-15$9.63/sh−113,464$1,092,658→ 0 totalExercise: $4.87Exp: 2020-11-18→ Common Stock (113,464 underlying) - Disposition to Issuer
Stock Option (right to buy)
2013-11-15$6.62/sh−100,000$662,000→ 0 totalExercise: $7.88Exp: 2021-03-15→ Common Stock (100,000 underlying) - Disposition to Issuer
Market Stock Option (right to buy)
2013-11-15$1.44/sh−120,192$173,076→ 0 totalExercise: $13.06Exp: 2022-05-23→ Common Stock (120,192 underlying) - Disposition to Issuer
Market Stock Units
2013-11-15$14.50/sh−93,122$1,350,269→ 0 totalExercise: $0.00→ Common Stock (93,122 underlying)
Footnotes (9)
- [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]Represents restricted stock units previously reported under Table I.
- [F3]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.
- [F4]On May 23, 2012 and August 28, 2012, the reporting person received performance stock unit awards (the "PSUs") to vest only upon satisfaction of certain corporate performance criteria. In connection with the merger, the PSUs were settled for the maximum number of shares.
- [F5]Per the terms of the Merger Agreement, each PSU 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.
- [F6]On April 30, 2013, the reporting person received a performance stock unit award (the "PSU") to vest only upon satisfaction of certain corporate performance criteria. In connection with the merger, the PSU was settled for the maximum number of shares.
- [F7]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.
- [F8]In connection with the merger, the market stock options were 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 market stock option.
- [F9]Per the terms of the Merger Agreement, these market stock units that were outstanding as of the Effective Time (as defined in the Merger Agreement), were settled for the maximum number of shares. Each market stock unit was cancelled and converted into the right to receive cash in an amount equal to $14.50 per share.
Documents
Issuer
ACTIVE NETWORK INC
CIK 0001163932
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001163932
Filing Metadata
- Form type
- 4
- Filed
- Nov 14, 7:00 PM ET
- Accepted
- Nov 15, 1:47 PM ET
- Size
- 24.2 KB