SEC Form 4 · accession 0001144204-18-066140
XO GROUP INC. · XOXO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael F Steib
Officer — CEO · Director
Period of report
Dec 18, 2018
Accepted (ET)
Dec 21, 2018 · 9:22 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 18, 2018 | G | 14,290 | — | D | 290,289 | D | |
| Common Stock (Unrestricted)F2 | Dec 21, 2018 | D | 206,441 | $35.00 | D | 83,848 | D | |
| Restricted Stock AwardsF3 | Dec 21, 2018 | D | 83,848 | $0.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Vested Stock OptionF4 | — | Dec 21, 2018 | D | 285,166 | D | — | — | Common Stock | 285,166 | 0 | D |
| Unvested Stock OptionF5 | — | Dec 21, 2018 | D | 339,640 | D | — | — | Common Stock | 339,640 | 0 | D |
Explanation of responses
- F1Represents shares of common stock, par value $0.01 per share, of the Company (each "Share" or, collectively, the "Shares") that the reporting person donated as gifts to charitable entities.
- F2At the Effective Time, each Share") 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.
- F3At the Effective Time, each outstanding option to acquire Shares (each, a "Company Stock Option"), that was outstanding, unexercised and vested immediately prior to the Effective Time in accordance with its terms (each a "Vested Option"), was converted into the right to receive an amount in cash equal to the product of (i) the excess, if any, of the Merger Consideration over the exercise price per Share of such Vested Option in effect immediately prior to the Effective Time, multiplied by (ii) the total number of Shares subject to such Vested Option immediately prior to the Effective Time, subject to applicable withholding taxes.
- F4At the Effective Time, each Company Stock Option that was outstanding and unvested immediately prior to the Effective Time (each, an "Unvested Option") was substituted and automatically converted into an award to receive an amount in cash equal to the product of (i) the excess, if any, of the Merger Consideration over the exercise price per Share of such Unvested Option in effect immediately prior to the Effective Time, multiplied by (ii) the total number of Shares subject to such Unvested Option immediately prior to the Effective Time.
- F5At 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 was substituted and automatically converted into an award to receive an amount in cash equal to the product of (i) the total number of Shares underlying such Company RSA Award and (ii) the Merger 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").