SEC Form 4 · accession 0001214659-15-007698
ZIFF DAVIS, INC. · ZD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jon Miller
Director
Period of report
Nov 9, 2015
Accepted (ET)
Nov 12, 2015 · 4:07 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001084048
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock $0.01 Par Value | Nov 9, 2015 | M | 3,180 | $0.00 | A | 111,803 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Preferred StockF4,F2,F3 | $0.00 | Nov 9, 2015 | M | 3,180 | D | — | Dec 31, 2018 | Common Stock $0.01 Par Value | 3,180 | 6,360 | D |
Explanation of responses
- F1These shares were acquired upon exchange of shares of Series B Preferred Stock as identified in Part II of this Form 4.
- F2The shares of Series B Preferred Stock vest in five (5) equal installments commencing November 9, 2012.
- F3The Reporting Person may exchange any or all of his vested Series B Preferred Stock for Common Stock, $0.01 par value, at the exchange ratio of 31.8094 shares of Common Stock per share of Series B Preferred Stock during the following exchange windows: (a) October 1, 2015 - December 31, 2015; (b) October 1, 2016 - December 31, 2016; (c) October 1, 2017 - December 31, 2017; and (d) October 1, 2018 - December 31, 2018.
- F4Shares granted for services rendered; no value placed on services rendered.