SEC Form 4/A · accession 0000914190-15-000119
DIGITAL RIVER INC /DE · DRIV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Kevin L Crudden
Officer — VP & General Counsel
Period of report
Feb 12, 2015
Accepted (ET)
Feb 27, 2015 · 2:43 pm 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,F2 | Feb 12, 2015 | U | 152,739 | $26.00 | D | 15,399 | D | |
| Common StockF3,F2 | Feb 12, 2015 | J | 15,399 | $26.00 | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Includes 1,105 shares acquired on June 30, 2014 through the Issuer's Employee Stock Purchase Plan and 292 shares acquired on December 31, 2014 through the Issuer's Employee Stock Purchase Plan. Also includes 8,058 additional shares issuesd pursuant to a performance share award granted on February 28, 2013 (the grant was previously reported).
- F2Pursuant 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.
- F3In connection with the merger, the reporting person exchanged these shares for equity of Danube Private Holdings II, LLC having a market value equal to the merger consideration of $26.00 per share.