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4//SEC Filing

ACTIVE NETWORK INC 4

Accession 0001181431-13-059195

CIK 0001163932operating
View on SEC.govCompany Profile

Filed

Nov 14, 7:00 PM ET

Accepted

Nov 15, 1:49 PM ET

Size

33.4 KB

Accession

0001181431-13-059195

Insider Transaction Report

Form 4
Period: 2013-11-15
ACTIVE NETWORK INCACTV
Alberga David
DirectorChief Executive Officer
Transactions
  • Disposition to Issuer

    Stock Option (right to buy)

    2013-11-15$12.54/sh−48,980$614,209→ 0 total
    Exercise: $1.96Exp: 2020-03-05→ Common Stock (48,980 underlying)
  • Disposition from Tender

    Common Stock

    2013-11-15−184,599→ 0 total(indirect: By Trust)
  • Gift

    Common Stock

    2013-10-10−2,436→ 248,641 total
  • Disposition from Tender

    Common Stock

    2013-11-15−219,119→ 29,522 total
  • Disposition to Issuer

    Common Stock

    2013-11-15−29,522→ 0 total
  • Disposition to Issuer

    Stock Option (right to buy)

    2013-11-15$12.54/sh−289,829$3,634,456→ 0 total(indirect: By Trust)
    Exercise: $1.96Exp: 2016-11-09→ Common Stock (289,829 underlying)
  • Disposition to Issuer

    Stock Option (right to buy)

    2013-11-15$12.54/sh−355,650$4,459,851→ 0 total
    Exercise: $1.96Exp: 2017-09-06→ Common Stock (355,650 underlying)
  • Disposition to Issuer

    Stock Option (right to buy)

    2013-11-15$12.54/sh−100,000$1,254,000→ 0 total
    Exercise: $1.96Exp: 2018-02-21→ Common Stock (100,000 underlying)
  • Disposition to Issuer

    Stock Option (right to buy)

    2013-11-15$12.54/sh−158,966$1,993,434→ 0 total
    Exercise: $1.96Exp: 2018-08-22→ Common Stock (158,966 underlying)
  • Disposition to Issuer

    Stock Option (right to buy)

    2013-11-15$12.54/sh−101,026$1,266,866→ 0 total
    Exercise: $1.96Exp: 2018-11-20→ Common Stock (101,026 underlying)
  • Disposition to Issuer

    Stock Option (right to buy)

    2013-11-15$12.54/sh−20,920$262,337→ 0 total
    Exercise: $1.96Exp: 2019-01-20→ Common Stock (20,920 underlying)
  • Disposition to Issuer

    Stock Option (right to buy)

    2013-11-15$12.54/sh−100,000$1,254,000→ 0 total
    Exercise: $1.96Exp: 2019-04-01→ Common Stock (100,000 underlying)
  • Disposition to Issuer

    Stock Option (right to buy)

    2013-11-15$6.62/sh−12,690$84,008→ 0 total
    Exercise: $7.88Exp: 2021-03-15→ Common Stock (12,690 underlying)
  • Disposition to Issuer

    Stock Option (right to buy)

    2013-11-15$6.62/sh−297,310$1,968,192→ 0 total(indirect: By Trust)
    Exercise: $7.88Exp: 2021-03-15→ Common Stock (297,310 underlying)
  • Disposition to Issuer

    Market Stock Option (right to buy)

    2013-11-15$1.44/sh−93,587$134,765→ 0 total
    Exercise: $13.06Exp: 2022-05-23→ Common Stock (93,587 underlying)
Footnotes (7)
  • [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. Alberga is the trustee of The Alberga/Cernosia Revocable Declaration of Trust dated October 26th, 2004 and has voting and dispositive power with respect to these shares. Mr. Alberga disclaims beneficial ownership except to the extent of his pecuniary interest therein.
  • [F3]The reporting person gifted 2,436 shares of the Company's common stock on October 10, 2013.
  • [F4]Represents restricted stock units previously reported under Table I.
  • [F5]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.
  • [F6]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.
  • [F7]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.

Documents

1 file

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, 1:49 PM ET
Size
33.4 KB
View on SEC.gov