4//SEC Filing
INTERNET BRANDS, INC. 4
Accession 0001209191-10-062084
CIK 0001080131operating
Filed
Dec 20, 7:00 PM ET
Accepted
Dec 21, 8:15 PM ET
Size
15.0 KB
Accession
0001209191-10-062084
Insider Transaction Report
Form 4
IDEALAB
10% Owner
Transactions
- Exercise/Conversion
Class A Common Stock
2010-10-01$1.50/sh+75,000$112,500→ 146,465 total - Disposition from Tender
Class A Common Stock
2010-12-17$13.35/sh−5,669,661$75,689,974→ 0 total(indirect: See Footnote) - Exercise/Conversion
Stock Option (right to buy)
2010-10-01−75,000→ 0 totalExercise: $1.50Exp: 2015-02-28→ Class A Common Stock (75,000 underlying) - Disposition from Tender
Class A Common Stock
2010-12-17$13.35/sh−146,465$1,955,308→ 0 total - Disposition from Tender
Class B Common Stock
2010-12-17$13.35/sh−3,025,000$40,383,750→ 0 total(indirect: See Footnote)→ Class A Common Stock (3,025,000 underlying)
Footnotes (7)
- [F1]On November 12, 2009, the reporting person filed a Form 4 reporting the sale by Idealab Holdings, L.L.C. of 25,671 shares of Class A Common Stock. Such shares were sold by Idealab, not Idealab Holdings, L.L.C. The number of shares reported as beneficially owned by Idealab Holdings, L.L.C. immediately following this transaction has been adjusted to correct for this attribution error.
- [F2]Disposed of in connection with the Agreement and Plan of Merger, dated as of September 17, 2010, by and among Internet Brands, Inc. (the "Company"), Micro Holdings Corp., a Delaware corporation ("Parent"), and Micro Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub").
- [F3]On November 12, 2009, the reporting person filed a Form 4 reporting the sale by Idealab Holdings, L.L.C. of 25,671 shares of Class A Common Stock. Such shares were sold by Idealab, not Idealab Holdings, L.L.C. The number of shares reported as being disposed of by Idealab Holdings, L.L.C. in the Merger has been adjusted to correct for this attribution error.
- [F4]At the effective time of the merger of Merger Sub with and into the Company (the "Merger"), each share of Class A Common Stock converted into the right to receive $13.35 in cash, without interest and less any applicable withholding taxes.
- [F5]These shares are held by Idealab Holdings, L.L.C. The reporting person is the sole and managing member of Idealab Holdings, L.L.C.
- [F6]The options are fully vested.
- [F7]At the effective time of the Merger, each share of Class B Common Stock converted into the right to receive $13.35 in cash, without interest and less any applicable withholding taxes. Prior to that time, each share of Class B Stock was convertible on a one-for-one basis into Class A Common Stock (i) at any time at the holder's election and (ii) automatically (A) upon a sale or transfer to an unaffiliated person or (B) upon the failure of the holder, together with certain affiliates, to maintain aggregate ownership of at least 15% of the issuer's outstanding capital stock, and had no expiration date.
Documents
Issuer
INTERNET BRANDS, INC.
CIK 0001080131
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001080131
Filing Metadata
- Form type
- 4
- Filed
- Dec 20, 7:00 PM ET
- Accepted
- Dec 21, 8:15 PM ET
- Size
- 15.0 KB