Riley Helen 4
4 · Eventbrite, Inc. · Filed Mar 12, 2026
Research Summary
AI-generated summary of this filing
Eventbrite (EB) Director Helen Riley Sells Shares in Merger
What Happened
Helen Riley, a director of Eventbrite, recorded multiple dispositions to the issuer on March 10, 2026 tied to Eventbrite's merger. A total of 552,778 shares (including common shares and equity converted from derivative awards) were surrendered for the merger consideration of $4.50 per share, producing roughly $2,487,501 in cash. Some derivative awards (time‑based RSUs and certain options) were cancelled and converted to cash under the merger terms.
Key Details
- Transaction date: March 10, 2026; Form 4 filed March 12, 2026 (appears timely).
- Total shares disposed: 552,778; merger price: $4.50 per share; approximate proceeds: $2,487,501.
- Transaction type: Disposition to issuer (D) — shares and equity awards were converted/cancelled in connection with the merger.
- Derivative items: Time‑based restricted stock units were cancelled and paid at $4.50/share per the merger agreement; certain outstanding options with exercise prices above $4.50 were cancelled and cashed out based on a Black‑Scholes calculation (the filing cites a $49,174.94 cash amount for such conversion).
- Shares owned after the transaction: Not specified in the Form 4.
- No 10b5‑1 plan or late‑filing indication is listed in the provided filing details.
Context
These dispositions are not open‑market sales but the automatic cash‑out of equity holdings and awards at the effective time of a corporate merger. That means the transactions reflect the deal consideration and cancellation/conversion mechanics rather than a voluntary market sale or purchase by the insider.
Insider Transaction Report
- Disposition to Issuer
Class A Common Stock
[F1]2026-03-10−67,688→ 173,577 total - Disposition to Issuer
Class A Common Stock
[F2]2026-03-10−173,577→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
[F3]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)
[F3]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)
[F3]2026-03-10−264,319→ 0 totalExercise: $13.72Exp: 2028-07-30→ Class A Common Stock (264,319 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F3]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)
[F3]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)
[F3]2026-03-10−5,645→ 0 totalExercise: $23.00Exp: 2028-09-18→ Class A Common Stock (5,645 underlying)
Footnotes (3)
- [F1]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").
- [F2]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.
- [F3]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 $49,174.94, which was determined based on a Black-Scholes model.