4//SEC Filing
Esterow Kenneth S 4
Accession 0001214659-17-006538
CIK 0001518222other
Filed
Nov 7, 7:00 PM ET
Accepted
Nov 8, 4:30 PM ET
Size
12.3 KB
Accession
0001214659-17-006538
Insider Transaction Report
Form 4
Bankrate, Inc.RATE
Esterow Kenneth S
SVP - Chief Operating Officer
Transactions
- Disposition to Issuer
Common Stock
2017-11-08−406,357→ 0 total - Award
Common Stock
2017-11-08+501,867→ 501,867 total - Disposition to Issuer
Stock Option (Right to Buy)
2017-11-08−250,000→ 0 total→ Common Stock (250,000 underlying) - Disposition to Issuer
Common Stock
2017-11-08−501,867→ 0 total
Footnotes (3)
- [F1]At the Effective Time, (i) each issued and outstanding share of common stock of the Company was cancelled and converted into the right to receive $14.00 in cash, without interest (the "Merger Consideration"), and (ii) each outstanding restricted stock award and restricted stock unit award became fully vested (in the case of awards that vested solely based on continued service) or became vested to the extent provided for in the applicable award agreement (in the case of awards that vested based on performance conditions for which the performance period was not complete, with performance determined in accordance with the Merger Agreement) and was cancelled and converted into the right to receive the Merger Consideration in respect of each vested share of common stock of the Company subject to such award, in each case subject to applicable withholding taxes.
- [F2]Represents performance-based restricted stock unit awards that became vested and were converted at the Effective Time into the right to receive the Merger Consideration, subject to applicable withholding taxes, as provided in the Merger Agreement and as described in footnote 1.
- [F3]At the Effective Time, each outstanding option to acquire shares of common stock of the Company became fully vested (to the extent unvested) and was cancelled and converted into the right to receive the product of (1) the excess, if any, of the Merger Consideration over the applicable exercise price of such option, multiplied by (2) the total number of shares of common stock of the Company subject to such option. Any options that had an exercise price per share that was equal to or greater than the Merger Consideration were cancelled for no consideration.
Documents
Issuer
Bankrate, Inc.
CIK 0001518222
Entity typeother
Related Parties
1- filerCIK 0001527642
Filing Metadata
- Form type
- 4
- Filed
- Nov 7, 7:00 PM ET
- Accepted
- Nov 8, 4:30 PM ET
- Size
- 12.3 KB