MORIARTY SEAN P 4
4 · Eventbrite, Inc. · Filed Mar 12, 2026
Research Summary
AI-generated summary of this filing
Eventbrite (EB) Director Sean Moriarty Sells Shares in Merger
What Happened
Sean P. Moriarty, a director of Eventbrite, reported multiple dispositions on March 10, 2026 related to the company’s merger. A total of 335,230 shares were converted/disposed in connection with the merger consideration of $4.50 per share, yielding roughly $1,508,535 in cash. Several items reported as "derivative" relate to restricted stock units and other equity awards that were cancelled and converted into cash under the merger terms.
Key Details
- Transaction date: March 10, 2026; Form 4 filed March 12, 2026 (timely filing).
- Merger consideration: $4.50 per share in cash for outstanding Class A and Class B common stock.
- Total shares disposed: 335,230 shares → approx. $1,508,535 cash proceeds.
- Derivative items: time‑based RSUs (and certain options) were cancelled and converted to cash per the merger agreement (see footnotes).
- Footnote items: F1 corrects a prior over‑report of 15,791 shares; F3 explains RSUs were cashed out; F4 notes certain underwater options were converted to a $22,328.80 Black‑Scholes cash amount.
- Shares owned after transaction: not specified in this filing (the dispositions reflect conversion at the merger effective time).
Context
These dispositions are the result of a corporate merger (Eventbrite was acquired and became a wholly owned subsidiary), where outstanding shares and many equity awards were cashed out at the stated merger price. This is a corporate‑driven conversion to cash rather than an open‑market sale and therefore reflects the transaction terms, not an independent trading decision by the director.
Insider Transaction Report
- Disposition to Issuer
Class A Common Stock
[F1][F2]2026-03-10−81,552→ 156,484 total - Disposition to Issuer
Class A Common Stock
[F3]2026-03-10−156,484→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-03-10−50,000→ 0 totalExercise: $6.18Exp: 2026-11-01→ Class A Common Stock (50,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-03-10−20,302→ 0 totalExercise: $8.64Exp: 2030-05-20→ Class A Common Stock (20,302 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-03-10−6,852→ 0 totalExercise: $12.10Exp: 2032-06-08→ Class A Common Stock (6,852 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-03-10−10,724→ 0 totalExercise: $16.76Exp: 2029-06-06→ Class A Common Stock (10,724 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-03-10−3,671→ 0 totalExercise: $21.32Exp: 2031-06-08→ Class A Common Stock (3,671 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-03-10−5,645→ 0 totalExercise: $23.00Exp: 2028-09-18→ Class A Common Stock (5,645 underlying)
Footnotes (4)
- [F1]Excludes 15,791 shares of Class A common stock, which were inadvertently over-reported in the Reporting Person's previous reports due to an administrative error
- [F2]On March 10, 2026, pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 1, 2025, by and among Eventbrite, Inc., a Delaware corporation (the "Issuer"), Bending Spoons US Inc., a Delaware corporation ("Parent") and a wholly owned subsidiary of Bending Spoons S.p.A., and Everest Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer surviving the Merger as a wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger (the "Effective Time"), subject to the terms and conditions of the Merger Agreement, each share of Class A common stock and Class B common stock issued and outstanding immediately prior to the Effective Time (subject to certain exceptions) was converted into the right to receive $4.50 in cash, without interest and subject to applicable withholding taxes (the "Merger Consideration").
- [F3]At the Effective Time, each time-based Issuer restricted stock unit (including deferred restricted stock units, each an "Issuer RSU") that was outstanding immediately prior to the Effective Time (whether vested or unvested) was cancelled and converted into the right to receive (without interest) an amount in cash equal to (x) the total number of shares underlying such Issuer RSU, multiplied by (y) the Merger Consideration.
- [F4]At the Effective Time, any option to purchase shares of Class A Common Stock that was outstanding and unexercised immediately prior to the Effective Time for which the exercise price exceeded the Merger Consideration (whether vested or unvested) was cancelled and converted into the right to receive (without interest) an amount in cash equal to $22,328.80, which was determined based on a Black-Scholes model.