Gorman Lisa 4
4 · Eventbrite, Inc. · Filed Mar 12, 2026
Research Summary
AI-generated summary of this filing
Eventbrite (EB) General Counsel Lisa Gorman Sells Shares in Merger
What Happened
Lisa Gorman, General Counsel of Eventbrite (EB), disposed a total of 898,454 shares on March 10, 2026 as part of the company’s merger. The dispositions consist of two equity share conversions (245,228 and 651,142 shares) and one derivative conversion (2,084 RSU-equivalent shares). Under the Merger Agreement, each share was converted into $4.50 in cash, so the combined cash consideration was approximately $4.04 million. These were not open-market sales but cash-out conversions at the merger’s effective time.
Key Details
- Transaction date: March 10, 2026 (filing date: March 12, 2026 — timely under Form 4 rules).
- Consideration: $4.50 per share; total ≈ $4,043,043.
- Shares reported disposed: 245,228; 651,142; and 2,084 (derivative/RSU). Total = 898,454.
- The 2,084 share line represents an Issuer RSU converted to cash per the Merger Agreement.
- Footnote F1: the filing corrects a prior administrative over-reporting of 28,560 Class A shares (those were excluded here).
- Footnote F4 (general merger treatment): outstanding options with exercise prices above the $4.50 per-share consideration were converted into a separate cash amount ($421.91 by Black‑Scholes), per the agreement — a general note in the filing.
- Shares owned after the transaction are not specified in this Form 4.
Context
These transactions are routine merger-cash-outs converting stock and RSUs into the merger consideration ($4.50/share). They are different from open-market insider sales and do not by themselves signal a voluntary buy/sell decision by the insider. The filing corrects a prior reporting error on share counts.
Insider Transaction Report
- Disposition to Issuer
Class A Common Stock
[F1][F2]2026-03-10−245,228→ 651,142 total - Disposition to Issuer
Class A Common Stock
[F3]2026-03-10−651,142→ 0 total - Disposition to Issuer
Incentive Stock Option (right to buy)
[F4]2026-03-10−2,084→ 0 totalExercise: $7.31Exp: 2027-11-30→ Class A Common Stock (2,084 underlying)
Footnotes (4)
- [F1]Excludes 28,560 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 $421.91, which was determined based on a Black-Scholes model.