SEC Form 4 · accession 0000914190-15-000069
DIGITAL RIVER INC /DE · DRIV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas F Madison
Director
Period of report
Feb 12, 2015
Accepted (ET)
Feb 17, 2015 · 10:36 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001062530
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 12, 2015 | U | 75,974 | $26.00 | D | 0 | D | |
| Common StockF1 | Feb 12, 2015 | U | 2,892 | $26.00 | D | 0 | I | by Thomas F. Madison Profit Sharing Plan |
| Common StockF1,F2 | Feb 12, 2015 | U | 1,005 | $26.00 | D | 0 | I | by A. Gatzlaff Trust |
| Common StockF1,F2 | Feb 12, 2015 | U | 1,000 | $26.00 | D | 0 | I | by C. Madison Trust |
| Common StockF1,F2 | Feb 12, 2015 | U | 1,005 | $26.00 | D | 0 | I | by E. Madison Trust |
| Common StockF1,F2 | Feb 12, 2015 | U | 1,700 | $26.00 | D | 0 | I | by J. Gatzlaff Trust |
| Common StockF1,F2 | Feb 12, 2015 | U | 1,000 | $26.00 | D | 0 | I | by L. Madison Trust |
| Common StockF1,F2 | Feb 12, 2015 | U | 1,505 | $26.00 | D | 0 | I | by M. Madison Trust |
| Common StockF1,F2 | Feb 12, 2015 | U | 1,005 | $26.00 | D | 0 | I | by S. Madison Trust |
| Common StockF1,F2 | Feb 12, 2015 | U | 1,005 | $26.00 | D | 0 | I | by T. Madison Trust |
| Common StockF1,F2 | Feb 12, 2015 | U | 1,005 | $26.00 | D | 0 | I | by J. Madison Trust |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Pursuant to the Agreement and Plan of Merger, dated October 23, 2014, by any among Danube Private Holdings II, LLC, Danube Private Acquisition Corp. and Digital River, Inc. ("DRIV") (the "Merger Agreement"), immediately prior to the effective time of the merger, each share of common stock of DRIV issued and outstanding and each share of outstanding unvested restricted stock was cancelled and was converted into the right to receive the per share merger consideration ($26.00 per share). Each performance share award that is outstanding and vested immediately prior to the effective time of the merger was cancelled and was converted into the right to receive the per share merger consideration.
- F2These securities are held in a trust for the benefit of the reporting person's grandchildren. The reporting person disclaims beneficial ownership of these securities, and the filing of this report should not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.