4//SEC Filing
DESIGN WITHIN REACH INC 4
Accession 0001209191-09-039277
CIK 0001116755operating
Filed
Aug 4, 8:00 PM ET
Accepted
Aug 5, 9:58 PM ET
Size
16.9 KB
Accession
0001209191-09-039277
Insider Transaction Report
Form 4
Transactions
- Purchase
Common Stock
2009-08-03$0.15/sh+15,400,000$2,310,000→ 17,886,598 total(indirect: See footnote) - Purchase
Series A Convertible Preferred Stock
2009-08-03$12.69/sh+1,000,000$12,690,000→ 1,000,000 total(indirect: See footnote)Exercise: $0.92→ Common Stock (137,412,019 underlying)
GLENHILL ADVISORS LLC
10% Owner
Transactions
- Purchase
Common Stock
2009-08-03$0.15/sh+15,400,000$2,310,000→ 17,886,598 total(indirect: See footnote) - Purchase
Series A Convertible Preferred Stock
2009-08-03$12.69/sh+1,000,000$12,690,000→ 1,000,000 total(indirect: See footnote)Exercise: $0.92→ Common Stock (137,412,019 underlying)
GLENHILL CAPITAL MANAGEMENT LLC
10% Owner
Transactions
- Purchase
Common Stock
2009-08-03$0.15/sh+15,400,000$2,310,000→ 17,886,598 total(indirect: See footnote) - Purchase
Series A Convertible Preferred Stock
2009-08-03$12.69/sh+1,000,000$12,690,000→ 1,000,000 total(indirect: See footnote)Exercise: $0.92→ Common Stock (137,412,019 underlying)
KREVLIN GLENN J
Director10% Owner
Transactions
- Purchase
Common Stock
2009-08-03$0.15/sh+15,400,000$2,310,000→ 17,886,598 total(indirect: See footnote) - Purchase
Series A Convertible Preferred Stock
2009-08-03$12.69/sh+1,000,000$12,690,000→ 1,000,000 total(indirect: See footnote)Exercise: $0.92→ Common Stock (137,412,019 underlying)
GLENHILL CAPITAL LP
10% Owner
Transactions
- Purchase
Series A Convertible Preferred Stock
2009-08-03$12.69/sh+1,000,000$12,690,000→ 1,000,000 total(indirect: See footnote)Exercise: $0.92→ Common Stock (137,412,019 underlying) - Purchase
Common Stock
2009-08-03$0.15/sh+15,400,000$2,310,000→ 17,886,598 total(indirect: See footnote)
Footnotes (4)
- [F1]Glenn J. Krevlin is the managing member of Glenhill Advisors, LLC, a limited liability company that is the managing member of Glenhill Capital Management, LLC, which has investment control and owns a minority interest in various private investment funds, including Glenhill Capital LP, Glenhill Capital Overseas Master Fund LP and Glenhill Concentrated Long Master Fund LLC, which collectively own the reported securities ("Glenhill").
- [F2]The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. Of the securities reported in this Form 4, Glenhill Capital LP beneficially owns 9,180,039 shares of Common Stock and 522,666 shares of Series A Convertible Preferred Stock ("Preferred Stock"), Glenhill Capital Overseas Master Fund, LP beneficially owns 7,139,892 shares of Common Stock and 410,666 shares of Preferred Stock and Glenhill Concentrated Long Master Fund LLC beneficially owns 1,566,667 shares of Common Stock and 66,668 shares of Preferred Stock.
- [F3]Upon conversion of the Preferred Stock, Glenhill Capital LP will beneficially own 81,000,629 shares of Common Stock, Glenhill Capital Overseas Master Fund, LP will beneficially own 63,570,336 shares of Common Stock and Glenhill Concentrated Long Master Fund LLC will beneficially own 10,727,652 shares of Common Stock, for an aggregate total of 155,298,617 shares of Common Stock. Each of these entities owns its securities through Glenhill Special Opportunities Master Fund LLC, a limited liability company which is wholly-owned by these entities.
- [F4]On August 3, 2009, Glenhill purchased from Design Within Reach, Inc. (the "Company") 15.4 million shares of Common Stock and 1.0 million shares of Preferred Stock for an aggregate amount of $15.0 million. The Company does not currently have a sufficient number of authorized shares of Common Stock to issue to Glenhill upon conversion of the Preferred Stock. Accordingly, the amounts disclosed herein assume approval by the Company's stockholders of a proposal to increase the number of authorized shares of Common Stock to 500.0 million at a stockholders' meeting to be called by the Company within ninety days. The Preferred Stock does not have an expiration date. The conversion price and the number of shares issuable upon conversion of the Preferred Stock are subject to anti-dilution adjustments.
Documents
Issuer
DESIGN WITHIN REACH INC
CIK 0001116755
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001116755
Filing Metadata
- Form type
- 4
- Filed
- Aug 4, 8:00 PM ET
- Accepted
- Aug 5, 9:58 PM ET
- Size
- 16.9 KB