4//SEC Filing
Answers CORP 4
Accession 0001188112-11-001095
CIK 0001283073operating
Filed
Apr 17, 8:00 PM ET
Accepted
Apr 18, 4:38 PM ET
Size
35.4 KB
Accession
0001188112-11-001095
Insider Transaction Report
Form 4
Answers CORPANSW
DYAL R THOMAS
Director
Transactions
- Sale
Series A Convertible Preferred Stock
2011-04-12−58,350→ 0 total(indirect: By Fund)Exercise: $4.50→ Common Stock (1,322,512 underlying) - Sale
Series B Convertible Preferred Stock
2011-04-12−1,925→ 0 total(indirect: By LLC)Exercise: $5.50→ Common Stock (35,081 underlying) - Disposition to Issuer
Series A Common Stock Purchase Warrants (right to buy)
2011-04-12−648,334→ 0 total(indirect: By Fund)Exercise: $4.95Exp: 2014-06-16→ Common Stock (648,334 underlying) - Disposition to Issuer
Option to Purchase Common Stock
2011-04-12−13,154→ 0 totalExercise: $8.20Exp: 2015-06-10→ Common Stock (13,154 underlying) - Disposition to Issuer
Series B Common Stock Purchase Warrants (right to buy)
2011-04-14−618,864→ 0 total(indirect: By Fund)Exercise: $6.05Exp: 2015-06-10→ Common Stock (618,864 underlying) - Disposition to Issuer
Option to Purchase Common Stock
2011-04-12−15,546→ 0 totalExercise: $8.20Exp: 2015-06-10→ Common Stock (15,546 underlying) - Disposition to Issuer
Option to Purchase Common Stock
2011-04-12−4,335→ 0 totalExercise: $7.91Exp: 2015-09-09→ Common Stock (4,335 underlying) - Disposition to Issuer
Option to Purchase Common Stock
2011-04-12−7,175→ 0 totalExercise: $5.71Exp: 2016-09-15→ Common Stock (7,175 underlying) - Disposition to Issuer
Series A Common Stock Purchase Warrants (right to buy)
2011-04-12−18,333→ 0 total(indirect: By LLC)Exercise: $4.95Exp: 2014-06-16→ Common Stock (18,333 underlying) - Disposition to Issuer
Option to Purchase Common Stock
2011-04-12−2,840→ 0 totalExercise: $7.91Exp: 2015-09-09→ Common Stock (2,840 underlying) - Sale
Series A Convertible Preferred Stock
2011-04-12−1,650→ 0 total(indirect: By LLC)Exercise: $4.50→ Common Stock (37,398 underlying) - Sale
Series B Convertible Preferred Stock
2011-04-12−68,075→ 0 total(indirect: By Fund)Exercise: $5.50→ Common Stock (1,240,576 underlying) - Disposition to Issuer
Series B Common Stock Purchase Warrants (right to buy)
2011-04-14−17,500→ 0 total(indirect: By LLC)Exercise: $6.05Exp: 2015-06-10→ Common Stock (17,500 underlying)
Footnotes (8)
- [F1]Represents shares of the common stock, par value $0.001 per share ("Common Stock"), of Answers Corporation ("Answers.com").
- [F2]Represents vested options to purchase shares of Common Stock (1) which were cancelled upon completion of the merger (the "Merger") in accordance with that certain Agreement and Plan of Merger, dated as of February 2, 2011, among Answers.com, AFCV Holdings, LLC ("AFCV") and A-Team Acquisition Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of AFCV (the "Merger Agreement") in exchange for a cash payment equal to the excess (if any) of (i) the product of (A) the number of shares of Common Stock subject to such vested options multiplied by (B) $10.50 over (ii) the aggregate exercise price of such vested option, without interest and less any deductions and required withholding taxes as specified in the Merger Agreement.
- [F3]Represents unvested options to purchase shares of Common Stock immediately prior to the Merger which, pursuant to the Merger Agreement, were accelerated and cancelled upon completion of the Merger in exchange for a cash payment equal to the excess (if any) of (i) the product of (A) the number of shares of Common Stock subject to such unvested options, multiplied by (B) $10.50 over (ii) the aggregate exercise price of such unvested option, without interest and less any deductions and required withholding taxes as specified in the Merger Agreement.
- [F4]Represents shares of the Series A convertible preferred stock, par value $0.01 per share, of Answers.com acquired by AFCV pursuant to the Merger in accordance with the Merger Agreement. The Series A convertible preferred stock has no expiration date.
- [F5]Represents shares of the Series B convertible preferred stock, par value $0.01 per share, of Answers.com acquired by AFCV pursuant to the Merger in accordance with the Merger Agreement. The Series B convertible preferred stock has no expiration date.
- [F6]Represents warrants to purchase shares of Common Stock that were terminated upon the effective time of the Merger in exchange for the right to receive, following the effective time and upon surrender of the certificate representing each such warrant, only an amount of cash, without interest, equal to the product of (x) the number of shares of Common Stock issuable upon exercise of such warrant multiplied by (y) an amount equal to the excess, if any, of $10.50 over the per share exercise price in effect for such Warrant.
- [F7]The securities are owned by Redpoint Omega, L.P. ("RO LP"), which is under common control with Redpoint Omega Associates, LLC ("ROA LLC"). Redpoint Omega, LLC ("RO LLC") is the general partner of RO LP. The Reporting Person is a Managing Director of RO LLC. As such, the Reporting Person shares voting and investment power over the shares held by RO LP and may be deemed to have indirect beneficial ownership of the shares held by RO LP. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein.
- [F8]The securities are owned by ROA LLC as nominee for its members. The Reporting Person is a Manager of ROA LLC. As such, the Reporting Person shares voting and investment power over the shares held by ROA LLC and may be deemed to have indirect beneficial ownership of the shares held by ROA LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein.
Documents
Issuer
Answers CORP
CIK 0001283073
Entity typeoperating
Related Parties
1- filerCIK 0001283073
Filing Metadata
- Form type
- 4
- Filed
- Apr 17, 8:00 PM ET
- Accepted
- Apr 18, 4:38 PM ET
- Size
- 35.4 KB