4//SEC Filing
Everyday Health, Inc. 4
Accession 0001209191-16-153711
CIK 0001358483operating
Filed
Dec 5, 7:00 PM ET
Accepted
Dec 6, 5:37 PM ET
Size
19.2 KB
Accession
0001209191-16-153711
Insider Transaction Report
Form 4
Cooper Brian
EVP, Chief Financial Officer
Transactions
- Disposition to Issuer
Common Stock
2016-12-05$10.50/sh−123,357$1,295,249→ 0 total - Disposition to Issuer
Employee Stock Option (Right to Buy)
2016-12-05$2.82/sh−70,834$199,752→ 0 totalExercise: $7.68→ Common Stock (70,834 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2016-12-05$4.16/sh−66,666$276,997→ 0 totalExercise: $6.34→ Common Stock (66,666 underlying) - Disposition from Tender
Common Stock
2016-12-03$10.50/sh−23,146$243,033→ 123,357 total - Disposition to Issuer
Employee Stock Option (Right to Buy)
2016-12-05$1.64/sh−20,123$32,901→ 0 totalExercise: $8.87→ Common Stock (20,123 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2016-12-05$2.82/sh−16,666$46,998→ 0 totalExercise: $7.68→ Common Stock (16,666 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2016-12-05$5.50/sh−33,333$183,498→ 0 totalExercise: $5.00→ Common Stock (33,333 underlying)
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]Pursuant to the terms of the Reporting Person's employment agreement with the Issuer, the vesting of restricted stock units for an aggregate of 123,357 shares 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).
- [F3]Pursuant to the terms of the Merger Agreement, this option was cancelled and converted into the right to receive cash consideration of $10.50 per share subject to such stock option less the exercise price payable per share (without interest and less any applicable tax withholding).
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, 5:37 PM ET
- Size
- 19.2 KB