4//SEC Filing
Smith Bruce 4
Accession 0001188112-11-001098
CIK 0001283073other
Filed
Apr 17, 8:00 PM ET
Accepted
Apr 18, 4:40 PM ET
Size
33.5 KB
Accession
0001188112-11-001098
Insider Transaction Report
Form 4
Answers CORPANSW
Smith Bruce
Chief Strategic Officer
Transactions
- Sale
Common Stock
2011-04-14$10.50/sh−15,000$157,500→ 0 total - Disposition to Issuer
Option to Purchase Common Stock
2011-04-14−15,000→ 0 totalExercise: $13.75Exp: 2012-01-30→ Common Stock (15,000 underlying) - Disposition to Issuer
Option to Purchase Common Stock
2011-04-14−2,833→ 0 totalExercise: $5.77Exp: 2014-09-09→ Common Stock (2,833 underlying) - Disposition to Issuer
Option to Purchase Common Stock
2011-04-14−8,760→ 0 totalExercise: $7.91Exp: 2015-09-09→ Common Stock (8,760 underlying) - Disposition to Issuer
Option to Purchase Common Stock
2011-04-14−2,844→ 0 totalExercise: $2.95Exp: 2014-07-14→ Common Stock (2,844 underlying) - Disposition to Issuer
Option to Purchase Common Stock
2011-04-14−75,000→ 0 totalExercise: $15.35Exp: 2015-07-27→ Common Stock (75,000 underlying) - Disposition to Issuer
Option to Purchase Common Stock
2011-04-14−15,000→ 0 totalExercise: $9.65Exp: 2012-06-21→ Common Stock (15,000 underlying) - Disposition to Issuer
Option to Purchase Common Stock
2011-04-14−21,500→ 0 totalExercise: $11.61Exp: 2013-03-05→ Common Stock (21,500 underlying) - Disposition to Issuer
Option to Purchase Common Stock
2011-04-14−20,240→ 0 totalExercise: $7.91Exp: 2015-09-09→ Common Stock (20,240 underlying) - Disposition to Issuer
Option to Purchase Common Stock
2011-04-14−9,500→ 0 totalExercise: $6.45Exp: 2016-10-11→ Common Stock (9,500 underlying) - Disposition to Issuer
Option to Purchase Common Stock
2011-04-14−15,356→ 0 totalExercise: $2.95Exp: 2014-07-14→ Common Stock (15,356 underlying) - Disposition to Issuer
Option to Purchase Common Stock
2011-04-14−13,167→ 0 totalExercise: $5.77Exp: 2014-09-09→ Common Stock (13,167 underlying) - Disposition to Issuer
Option to Purchase Common Stock
2011-04-14−9,500→ 0 totalExercise: $6.45Exp: 2016-10-11→ Common Stock (9,500 underlying)
Footnotes (4)
- [F1]Represents shares of the common stock, par value $0.001 per share ("Common Stock"), of Answers Corporation ("Answers.com").
- [F2]Represents (A) vested options to purchase shares of Common Stock (1) which were canceled 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") and (B) fifty percent of the unvested options to purchase shares of Common Stock (1) immediately prior to the Merger which were accelerated and cancelled pursuant to an Employment Agreement between the Reporting Person and Answers.com, in each case, 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 options multiplied by (B) $10.50 over (ii) the aggregate exercise price of such option, without interest and less any deductions and required withholding taxes as specified in the Merger Agreement.
- [F3]Represents the remaining fifty percent of the unvested options to purchase shares of Common Stock immediately prior to the Merger which, pursuant to the Merger Agreement, were canceled upon completion of the Merger and converted into the right to receive (the "Cash Payment Right"), on the same terms and conditions (except as specifically provided in the Merger Agreement) as were applicable to such unvested options, on each date (each, a "Vesting Event") in which shares of Common Stock subject to each such unvested option would have become vested and exercisable, so long as the holder thereof is still employed by Answers.com, GuruNet Israel Ltd. ("GuruNet"), the wholly-owned subsidiary of Answers.com, or AFCV on such date, a cash payment equal to the excess (if any) of
- [F4](i) the product of (A) the number of shares of Common Stock subject to such unvested option that would have otherwise vested on such Vesting Event, 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; provided, however, if the Reporting Person is terminated as an employee of Answers.com, GuruNet or AFCV within twelve months from April 14, 2011, the Reporting Person will immediately receive any cash which would have been received in respect of the Reporting Person's Cash Payment Right outstanding as of the date of such termination.
Documents
Issuer
Answers CORP
CIK 0001283073
Entity typeother
Related Parties
1- filerCIK 0001334738
Filing Metadata
- Form type
- 4
- Filed
- Apr 17, 8:00 PM ET
- Accepted
- Apr 18, 4:40 PM ET
- Size
- 33.5 KB