4//SEC Filing
Rohrlich Joe 4
Accession 0001209191-18-007325
CIK 0001330421other
Filed
Feb 4, 7:00 PM ET
Accepted
Feb 5, 12:17 PM ET
Size
24.2 KB
Accession
0001209191-18-007325
Insider Transaction Report
Form 4
Rohrlich Joe
General Manager EMEA
Transactions
- Disposition to Issuer
Common Stock
2018-02-01$5.50/sh−53,274$293,007→ 240,212 total - Award
Common Stock
2018-02-01+60,003→ 293,486 total - Disposition to Issuer
Stock Options (Right to Buy)
2018-02-01−7,500→ 0 totalExercise: $6.58Exp: 2021-05-24→ Common Stock (7,500 underlying) - Disposition to Issuer
Stock Options (Right to Buy)
2018-02-01$1.37/sh−2,250$3,083→ 0 totalExercise: $4.13Exp: 2013-03-16→ Common Stock (2,250 underlying) - Disposition to Issuer
Stock Options (Right to Buy)
2018-02-01$1.36/sh−3,967$5,395→ 3,966 totalExercise: $4.14Exp: 2023-08-02→ Common Stock (3,967 underlying) - Disposition to Issuer
Common Stock
2018-02-01−240,212→ 0 total - Disposition to Issuer
Stock Options (Right to Buy)
2018-02-01$1.56/sh−20,834$32,501→ 29,168 totalExercise: $3.94Exp: 2023-06-07→ Common Stock (20,834 underlying) - Disposition to Issuer
Stock Options (Right to Buy)
2018-02-01−29,168→ 0 totalExercise: $3.94Exp: 2023-06-07→ Common Stock (29,168 underlying) - Disposition to Issuer
Stock Options (Right to Buy)
2018-02-01−3,966→ 0 totalExercise: $4.14Exp: 2023-08-02→ Common Stock (3,966 underlying)
Footnotes (6)
- [F1]The reporting person was previously granted restricted stock units that would vest upon the satisfaction of certain performance criteria, which criteria were deemed satisfied at 100% of target in accordance with the Merger Agreement (as defined below), resulting in the deemed vesting of the reported shares.
- [F2]Disposed of pursuant to the Agreement and Plan of Merger, by and among BV Parent, LLC, BV Merger Sub, Inc. and Bazaarvoice, Inc. (the "Issuer"), dated November 26, 2017 (as amended, the "Merger Agreement"), whereby each outstanding share of the Issuer's common stock was cancelled at the effective time (the "Effective Time") of the merger (the "Merger") and converted into the right to receive a cash payment of $5.50 per share.
- [F3]Disposed of pursuant to the Merger Agreement whereby such unvested restricted stock units ("Unvested RSUs") were cancelled at the Effective Time and converted into the right to receive a consideration equal to the value of the product of $5.50 and the number of Unvested RSUs granted to such ELT Member (the "RSU Consideration"), whereby (i) 20% of the RSU Consideration was paid in cash, (ii) 40% of the RSU Consideration was paid through the issuance of one Class A Preferred Unit of MEP-BV Topco, LP ("Topco") and one Class B Common Unit of Topco for each whole dollar in value of such percentage, and (iii) 40% of the RSU Consideration was paid through the issuance of one Class B Common Unit of Topco for each whole dollar in value of such percentage, where such Class B Common Unit of Topco shall be profits interests and vest over a period of five (5) years from the Effective Time.
- [F4]Pursuant to the terms of the Merger Agreement, options with an exercise price greater than $5.50 per share were cancelled without consideration
- [F5]Disposed of pursuant to the Merger Agreement, whereby such vested options were cancelled at the Effective Time and converted into the right to receive a total amount in cash, equal to the product of (x) excess of $5.50 over the exercise price per share of each stock option and (y) the number of shares underlying such stock option.
- [F6]Disposed of pursuant to the Merger Agreement, whereby such unvested options were cancelled at the Effective Time and converted into the right to receive consideration equal to the value of the product of the (x) excess of $5.50 over the exercise price per share of each stock option and (y) the number of shares underlying such stock options (the "Option Consideration"), whereby (i) 20% of the Option Consideration was paid in cash, (ii) 40% of the Option Consideration was paid through the issuance of one Class A Preferred Unit of Topco and one Class B Common Unit of Topco for each whole dollar in value of such percentage, and (iii) 40% of the Option Consideration was paid through the issuance of one Class B Common Unit of Topco for each whole dollar in value of such percentage, where such Class B Common Unit of Topco shall be deemed profits interests and vest over a period of five (5) years from the Effective Time.
Documents
Issuer
Bazaarvoice Inc
CIK 0001330421
Entity typeother
Related Parties
1- filerCIK 0001695635
Filing Metadata
- Form type
- 4
- Filed
- Feb 4, 7:00 PM ET
- Accepted
- Feb 5, 12:17 PM ET
- Size
- 24.2 KB