4//SEC Filing
Sullivan Timothy P 4
Accession 0001209191-13-000343
CIK 0001469433other
Filed
Jan 1, 7:00 PM ET
Accepted
Jan 2, 7:39 PM ET
Size
16.9 KB
Accession
0001209191-13-000343
Insider Transaction Report
Form 4
Sullivan Timothy P
DirectorPresident and CEO
Transactions
- Disposition to Issuer
Common Stock Option (right to buy)
2012-12-28−334,964→ 0 totalExercise: $5.40Exp: 2018-03-27→ Common Stock, $0.001 par value (334,964 underlying) - Disposition to Issuer
Common Stock, $0.001 par value
2012-12-28$32.00/sh−448,066$14,338,112→ 0 total(indirect: By LLC) - Disposition to Issuer
Common Stock Option (right to buy)
2012-12-28−1,649,478→ 0 totalExercise: $4.60Exp: 2015-11-15→ Common Stock, $0.001 par value (1,649,478 underlying) - Disposition to Issuer
Restricted Stock Units
2012-12-28−150,000→ 0 totalExercise: $0.00→ Common Stock, $0.001 par value (150,000 underlying) - Disposition to Issuer
Common Stock Option (right to buy)
2012-12-28−300,000→ 0 totalExercise: $39.34Exp: 2021-05-16→ Common Stock, $0.001 par value (300,000 underlying)
Footnotes (7)
- [F1]Pursuant to the terms of the Agreement and Plan of Merger, dated October 21, 2012, by and among Global Generations International Inc. ("Parent"), Global Generations Merger Sub Inc. and Ancestry.com Inc. (the "Merger Agreement"; capitalized terms used but not defined herein have the meanings assigned to them in the Merger Agreement), at the Effective Time, each share of common stock of the Company held by the reporting person was cancelled and converted automatically into the right to receive $32.00 in cash. In connection with the closing of the Merger, the Reporting Person rolled over certain of their existing equity interests in the Company into indirect equity interests of Parent.
- [F2]Option granted on November 15, 2005. This option, originally representing a right to purchase 2,000,000 shares, is fully vested and immediately exercisable.
- [F3]Pursuant to the terms of the Merger Agreement, at the Effective Time, the Common Stock Options held by the reporting person were converted into the right to receive an amount in cash equal to the product of (i) the excess, if any, of the Merger Consideration over the exercise price per Share of such Company Options multiplied by (ii) the total number of Shares subject to such Company Options. Pursuant to rollover agreements entered into between Parent and the Reporting Person, certain Company stock options held by the Reporting Person were converted into options to purchase equity interests in an indirect parent entity of the Company.
- [F4]Option granted on March 27, 2008. This option, originally representing a right to purchase 372,000 shares, is fully vested and immediately exercisable.
- [F5]Option granted on May 16, 2011. 33% of the total number of shares subject to the option will vest on each of the third and fourth anniversaries of the date of grant and 34% of the total number of shares subject to the option will vest on the fifth anniversary of the date of grant.
- [F6]Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company RSU Awards held by the reporting person were converted into the right to receive an amount in cash equal to the product of (i) the total number of Shares subject to such Company RSU Awards multiplied by (ii) the Merger Consideration. Pursuant to rollover agreements entered into between Parent and the Reporting person, certain Company RSU Awards held by the Reporting Person were converted into restricted stock units of an indirect parent entity of the Company.
- [F7]Restricted stock units granted on May 16, 2011. 33% of the restricted stock units granted will vest on each of the third and fourth anniversaries of the date of the grant and 34% of the restricted stock units granted will vest on the fifth anniversary of the date of the grant. Upon vesting, the reporting person will receive a number of shares of common stock equal to the number of restricted stock units that have vested.
Documents
Issuer
Ancestry.com Inc.
CIK 0001469433
Entity typeother
Related Parties
1- filerCIK 0001346427
Filing Metadata
- Form type
- 4
- Filed
- Jan 1, 7:00 PM ET
- Accepted
- Jan 2, 7:39 PM ET
- Size
- 16.9 KB