4//SEC Filing
Everyday Health, Inc. 4
Accession 0001209191-16-153716
CIK 0001358483operating
Filed
Dec 5, 7:00 PM ET
Accepted
Dec 6, 5:40 PM ET
Size
27.9 KB
Accession
0001209191-16-153716
Insider Transaction Report
Form 4
McCormick Douglas W.
Director
Transactions
- Gift
Common Stock
2016-11-03−15,000→ 97,257 total - Exercise of In-Money
Common Stock
2016-12-05$0.00/sh−1,731$0→ 21,288 total - Disposition to Issuer
Common Stock
2016-12-05$10.50/sh−21,288$223,524→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2016-12-05$4.74/sh−6,054$28,696→ 0 totalExercise: $5.76→ Common Stock (6,054 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2016-12-05$3.35/sh−33,333$111,499→ 0 totalExercise: $7.16→ Common Stock (33,333 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2016-12-05$1.23/sh−143,333$176,300→ 0 totalExercise: $9.27→ Common Stock (143,333 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2016-12-05$2.82/sh−30,333$85,539→ 0 totalExercise: $7.68→ Common Stock (30,333 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2016-12-05$4.16/sh−33,333$138,499→ 0 totalExercise: $6.34→ Common Stock (33,333 underlying) - Exercise of In-Money
Call Option (Obligation to Sell)
2016-12-05−1,731→ 0 totalExercise: $0.00→ Common Stock (1,731 underlying) - Disposition from Tender
Common Stock
2016-12-03$10.50/sh−74,238$779,499→ 23,019 total - Disposition to Issuer
Stock Option (Right to Buy)
2016-12-05$1.64/sh−33,333$54,499→ 0 totalExercise: $8.87→ Common Stock (33,333 underlying)
Footnotes (8)
- [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 shares underlying a performance warrant (the "Performance Warrant") granted to Benjamin Wolin and Michael Keriakos, the founders of the Issuer, as reflected in the Performance Warrant Agreement, as amended (the "Performance Warrant Agreement"), by and among the Reporting Person, Mr. Wolin, Mr. Keriakos and certain other stockholders of the Issuer.
- [F3]Disposed of pursuant to the exercise of the Performance Warrant, as described in footnote (7) below.
- [F4]Pursuant to the terms of the award, the vesting of restricted stock units for an aggregate of 21,288 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).
- [F5]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).
- [F6]Represents the Performance Warrant.
- [F7]Pursuant to the Performace Warrant Agreement, and subject to the terms and conditions thereof, beginning on January 1, 2017, the Performance Warrant was to become exercisable, subject to the potential acceleration of exercisability upon the occurrence of a change in control of the Issuer (the "Trigger Date"). Because the Merger constituted a change in control, the Trigger Date occurred on, and the Performance Warrant was exercised effective as of, December 5, 2016.
- [F8]The Performance Warrant was scheduled to expire, if not previously exercised, upon the last day of the year in which the Trigger Date occurred.
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, 5:40 PM ET
- Size
- 27.9 KB