4//SEC Filing
Everyday Health, Inc. 4
Accession 0001209191-16-153726
CIK 0001358483operating
Filed
Dec 5, 7:00 PM ET
Accepted
Dec 6, 5:47 PM ET
Size
8.2 KB
Accession
0001209191-16-153726
Insider Transaction Report
Form 4
Wienbar Sharon L
Director
Transactions
- Disposition from Tender
Common Stock
2016-12-03$10.50/sh−2,008$21,084→ 16,375 total(indirect: See footnote) - Disposition to Issuer
Common Stock
2016-12-05$10.50/sh−16,375$171,938→ 0 total(indirect: See footnote)
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 policies of Scale Management LLC ("Scale Management"), the reporting person is deemed to hold the reported securities for the benefit of Scale Management. Scale Management may be deemed the indirect beneficial owner of the securities. The reporting person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.
- [F3]Pursuant to the terms of the award, the vesting of restricted stock units for an aggregate of 16,375 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).
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, 5:47 PM ET
- Size
- 8.2 KB