4//SEC Filing
RUBIN MICHAEL 4
Accession 0001209191-11-035732
CIK 0000828750other
Filed
Jun 20, 8:00 PM ET
Accepted
Jun 21, 4:45 PM ET
Size
20.6 KB
Accession
0001209191-11-035732
Insider Transaction Report
Form 4
GSI COMMERCE INCGSIC
RUBIN MICHAEL
DirectorCEO and President
Transactions
- Gift
Common Stock
2011-05-19+545,044→ 2,916,936 total - Disposition to Issuer
Common Stock
2011-06-17$29.25/sh−2,836,794$82,976,225→ 80,142 total - Disposition to Issuer
Common Stock (Restricted Stock Units)
2011-06-17$29.25/sh−80,142$2,344,154→ 0 total - Gift
Common Stock
2011-05-19−545,044→ 1,454,956 total(indirect: By Trust) - Disposition to Issuer
Stock Option
2011-06-17$19.25/sh−225,000$4,331,250→ 0 totalExercise: $10.00Exp: 2013-11-06→ Common Stock (225,000 underlying) - Disposition to Issuer
Performance Unit
2011-06-17$29.25/sh−169,852$4,968,171→ 0 totalExercise: $0.00→ Common Stock (169,852 underlying) - Disposition to Issuer
Common Stock
2011-06-17$29.25/sh−1,454,956$42,557,463→ 0 total(indirect: By Trust) - Disposition to Issuer
Stock Option
2011-06-17$15.79/sh−125,000$1,973,750→ 0 totalExercise: $13.46Exp: 2015-04-06→ Common Stock (125,000 underlying)
Footnotes (8)
- [F1]The filing of this Statement shall not be construed as an admission (a) that the person filing this Statement is, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of any equity securities covered by this Statement, or (b) that this Statement is legally required to be filed by such person.
- [F2]On May 19, 2011, a grantor retained annuity trust for the benefit of the reporting person and his daughter distributed 545,044 shares of issuer stock to the reporting person.
- [F3]Includes 500 shares which were previously not included in column 5 due to an administrative error.
- [F4]Pursuant to the terms of the Agreement and Plan of Merger, dated as of March 27, 2011 (the "Agreement"), by and among eBay Inc. ("eBay"), Gibraltar Acquisition Corp., and the Issuer, on the effective date of the merger contemplated by the Agreement (the "Merger") each of these shares of common stock was automatically converted into the right to receive $29.25 (without interest).
- [F5]Pursuant to the terms of the Agreement, on the effective date of the Merger this Restricted Stock Unit award was canceled in exchange for a cash payment of $29.25 (without interest) per underlying share of common stock.
- [F6]Pursuant to the terms of the Agreement, on the effective date of the Merger this option was canceled in exchange for a cash payment of $4,331,250, representing the excess of $29.25 (without interest) per underlying share of common stock over the $10.00 per share exercise price of the option, multiplied by the number of shares of common stock underlying such option.
- [F7]Pursuant to the terms of the Agreement, on the effective date of the Merger this option was canceled in exchange for a cash payment of $1,973,750, representing the excess of $29.25 (without interest) per underlying share of common stock over the $13.46 per share exercise price of the option, multiplied by the number of shares of common stock underlying such option.
- [F8]Pursuant to the terms of the Agreement, on the effective date of the Merger this Performance Restricted Stock Unit award was canceled in exchange for a cash payment of $29.25 (without interest) per underlying share of common stock.
Documents
Issuer
GSI COMMERCE INC
CIK 0000828750
Entity typeother
Related Parties
1- filerCIK 0001123356
Filing Metadata
- Form type
- 4
- Filed
- Jun 20, 8:00 PM ET
- Accepted
- Jun 21, 4:45 PM ET
- Size
- 20.6 KB