SEC Form 4 · accession 0001144204-18-066131
XO GROUP INC. · XOXO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Barbara Messing
Director
Period of report
Dec 21, 2018
Accepted (ET)
Dec 21, 2018 · 9:03 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 Stock (Unrestricted)F1 | Dec 21, 2018 | D | 26,553 | $35.00 | D | 3,225 | D | |
| Restricted Stock AwardsF2 | Dec 21, 2018 | D | 3,225 | $35.00 | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1At the Effective Time, each share of common stock, par value $0.01 per share, of the Company (each "Share" or, collectively, the "Shares") that was outstanding immediately prior to the Effective Time (other than certain shares specified in the Merger Agreement) was cancelled and converted into the right to receive $35.00 in cash, (the "Merger Consideration") without interest and subject to applicable withholding taxes.
- F2At the Effective Time, each compensatory award in respect of a Share subject to vesting, repurchase or other lapse restriction (each, a "Company RSA Award") that was outstanding immediately prior to the Effective Time vested on a prorated basis based on completed service between the grant date and the date of the Effective Time. Each Share underlying the Company RSA Award that vested in accordance with the immediately preceding sentence was cancelled in exchange for the Merger Consideration and each Share underlying the Company RSA Award that did not vest in accordance with the immediately preceding sentence was cancelled for no consideration.
Remarks
This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 24, 2018, by and among XO Group Inc. (the "Company"), WeddingWire, Inc. ("Parent"), and Wedelia Merger Sub, Corp. ("Merger Sub"), a copy of which is filed as Exhibit 2.1 to the Company's Form 8-K filed with the SEC on September 25, 2018, pursuant to which the Company became a wholly owned subsidiary of Parent (the "Merger") on December 21, 2018 (the "Effective Time")