4//SEC Filing
Everyday Health, Inc. 4
Accession 0001209191-16-153708
CIK 0001358483operating
Filed
Dec 5, 7:00 PM ET
Accepted
Dec 6, 5:34 PM ET
Size
10.0 KB
Accession
0001209191-16-153708
Insider Transaction Report
Form 4
du Toit Michael
President
Transactions
- Disposition from Tender
Common Stock
2016-12-03$10.50/sh−54,964$577,122→ 124,000 total - Award
Common Stock
2016-12-05+20,000→ 144,000 total - Disposition to Issuer
Common Stock
2016-12-05$10.50/sh−82,000$861,000→ 0 total
Footnotes (3)
- [F1]Disposed of pursuant to a cash tender offer conducted in accordance with the Agreement and Plan of Merger (the "Merger Agreement"), dated October 21, 2016, among the Issuer, Ziff Davis, LLC, a Delaware limited liability company (the "Parent"), Project Echo Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser") and j2 Global, Inc. in exchange for cash consideration of $10.50 per share, without interest and less any applicable tax withholding. Pursuant to the Merger Agreement, the Purchaser merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent (the "Merger").
- [F2]Represents the acquisition of 20,000 shares underlying performance-based restricted stock units accelerated pursuant to the terms of the Reporting Person's employment agreement with the Issuer in connection with the Merger. An additional 20,000 shares underlying unvested performance-based restricted stock units were cancelled and extinguished for no consideration pursuant to the terms of the Merger Agreement.
- [F3]Pursuant to the terms of the Reporting Person's employment agreement with the Issuer, the vesting of restricted stock units for an aggregate of 82,000 shares (including 20,000 shares underlying performance-based restricted stock units, as described in footnote (2) above) was accelerated in connection with the Merger. Pursuant to the terms of the Merger Agreement, these accelerated restricted stock units were cancelled and converted into the right to receive cash consideration of $10.50 per share (without interest and less any applicable tax withholding). An additional 82,000 shares underlying unvested restricted stock units (including 20,000 shares underlying unvested performance-based restricted stock units, as described in footnote (2) above) were cancelled and extinguished for no consideration pursuant to the terms of the Merger Agreement.
Documents
Issuer
Everyday Health, Inc.
CIK 0001358483
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001358483
Filing Metadata
- Form type
- 4
- Filed
- Dec 5, 7:00 PM ET
- Accepted
- Dec 6, 5:34 PM ET
- Size
- 10.0 KB