TUBEMOGUL INC 4
4 · TUBEMOGUL INC · Filed Dec 22, 2016
Insider Transaction Report
Form 4
TUBEMOGUL INCTUBE
Fradin Russell
Director
Transactions
- Disposition from Tender
Common Stock
2016-12-19$14.00/sh−20,882$292,348→ 8,069 total - Disposition to Issuer
Common Stock
2016-12-19$14.00/sh−8,069$112,966→ 0 total - Disposition to Issuer
Stock Option (right to buy)
2016-12-19−5,679→ 0 totalExercise: $15.37Exp: 2025-06-18→ Common Stock (5,679 underlying) - Disposition to Issuer
Stock Option (right to buy)
2016-12-19−32,292→ 0 totalExercise: $0.70Exp: 2022-07-19→ Common Stock (32,292 underlying)
Footnotes (5)
- [F1]Of the reported shares, 8,069 shares are represented by RSUs.
- [F2]Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated November 10, 2016, by and among TubeMogul, Adobe Systems Incorporated, a Delaware corporation ("Adobe") and Tiger Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Adobe, the vesting of restricted stock units for an aggregate of 8,069 shares was accelerated immediately at the effective time of the Merger, and in accordance with the Merger Agreement, these accelerated restricted stock units were canceled and converted into the right to receive cash consideration of $14.00 per share, net to the seller in cash, without interest thereon and subject to any required tax withholding.
- [F3]This stock option is being canceled pursuant to the terms of the Merger Agreement.
- [F4]This stock option is fully vested and exercisable.
- [F5]Option is fully vested and immediately exercisable. Pursuant to the terms of the Merger Agreement, each outstanding and exercisable option to purchase shares of common stock of Issuer was canceled and converted into the right to receive an amount (subject to any applicable withholding tax) in cash equal to: (A) $14.00 per share minus (B) the exercise price per share of common stock of Issuer.