SEC Form 4 · accession 0001144204-16-075868
XO GROUP INC. · XOXO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David Liu
Director
Period of report
Jan 13, 2016
Accepted (ET)
Jan 15, 2016 · 5:02 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001062292
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F3 | Jan 13, 2016 | S | 3,300 | $14.9861 | D | 576,922 | D | |
| Common StockF4,F5 | Jan 13, 2016 | S | 1,900 | $14.9655 | D | 46,544 | I | By GRAT |
| Common StockF6 | Jan 14, 2016 | S | 3,300 | $14.7508 | D | 573,622 | D | |
| Common StockF7,F5 | Jan 14, 2016 | S | 1,900 | $14.7505 | D | 44,644 | I | By GRAT |
| Common StockF8 | Jan 15, 2016 | S | 3,300 | $14.3249 | D | 570,322 | D | |
| Common StockF9,F5 | Jan 15, 2016 | S | 1,900 | $14.3294 | D | 42,744 | I | By GRAT |
| Common Stock | holding | — | — | — | 446,577 | I | By wife | |
| Common StockF10 | holding | — | — | — | 33,591 | I | By GRAT |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This transaction was effected pursuant to a Rule 10b5-1 Plan adopted by reporting person.
- F10Shares owned of record by GRAT over which the reporting person's wife has indirect beneficial ownership.
- F2The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.52 to $15.23, inclusive. The reporting person undertakes to provide to XO Group Inc., any security holder of XO Group Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F3Reflects a correction of the total reported in Column 5 on the Form 4 filed on December 16, 2015, which had overreported the total number of shares sold by 1,200 shares of Common Stock, and the resulting number of securities beneficially owned.
- F4The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.52 to $15.17, inclusive. The reporting person undertakes to provide to XO Group Inc., any security holder of XO Group Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F5Shares owned of record by GRAT over which the reporting person has indirect beneficial ownership.
- F6The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.39 to $15.04, inclusive. The reporting person undertakes to provide to XO Group Inc., any security holder of XO Group Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F7The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.39 to $15.03, inclusive. The reporting person undertakes to provide to XO Group Inc., any security holder of XO Group Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F8The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.12 to $14.63, inclusive. The reporting person undertakes to provide to XO Group Inc., any security holder of XO Group Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F9The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.11 to $14.59, inclusive. The reporting person undertakes to provide to XO Group Inc., any security holder of XO Group Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.