OPENTABLE INC 4
4 · OPENTABLE INC · Filed Jul 28, 2014
Insider Transaction Report
Form 4
OPENTABLE INCOPEN
GURLEY J WILLIAM
Director10% Owner
Transactions
- Disposition from Tender
Common Stock
2014-07-24$103.00/sh−119,450$12,303,350→ 0 total - Disposition from Tender
Common Stock
2014-07-24$103.00/sh−25,000$2,575,000→ 0 total(indirect: JG & AG Family Partners, LP) - Disposition to Issuer
Stock Option (right to buy)
2014-07-24$63.05/sh−10,800$680,940→ 0 totalExercise: $39.95From: 2013-06-07Exp: 2022-06-06→ Common Stock (10,800 underlying) - Disposition to Issuer
Stock Option (right to buy)
2014-07-24$22.30/sh−10,800$240,840→ 0 totalExercise: $80.70From: 2012-06-07Exp: 2021-06-06→ Common Stock (10,800 underlying) - Disposition to Issuer
Stock Option (right to buy)
2014-07-24$31.87/sh−10,800$344,196→ 0 totalExercise: $71.13From: 2014-07-24Exp: 2024-06-10→ Common Stock (10,800 underlying) - Disposition to Issuer
Stock Option (right to buy)
2014-07-24$38.74/sh−10,800$418,392→ 0 totalExercise: $64.26From: 2014-06-05Exp: 2023-06-04→ Common Stock (10,800 underlying)
Footnotes (3)
- [F1]On June 11, 2014, the issuer granted Mr. Gurley an option to purchase 10,800 shares of Common Stock in accordance with the terms of the OpenTable Independent Director Equity Comp Plan. The options automatically vest in full and become exercisable immediately prior to a Change in Control, as defined in the Plan.
- [F2]On July 24, 2014, The Priceline Group, Inc., a Delaware corporation, acquired the issuer pursuant to that certain merger agreement between issuer, The Priceline Group and Rhombus, a Delaware corporation and wholly owned subsidiary of The Priceline Group, dated as of June 12, 2014 (the "Merger Agreement"). At the effective time of the Merger, each outstanding share of the issuer's common stock was converted into the right to receive $103.00 in cash (the "per-share merger consideration"). In addition, all outstanding vested options were canceled at the effective time of the Merger in exchange for a cash payment equal to the per-share merger consideration (less the exercise price in the case of options), payable without interest and less any required withholding taxes.
- [F3]These Stock Options, were canceled at the effective time of the Merger in exchange for a cash payment equal to the per-share merger consideration, less the exercise price of the option.