SEC Form 4 · accession 0001096199-15-000069
Geeknet, Inc · GKNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stephen Cornick
Director
Period of report
Jul 17, 2015
Accepted (ET)
Jul 17, 2015 · 12:34 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001096199
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jul 17, 2015 | M | 8,601 | $0.00 | A | 10,601 | D | |
| Common StockF2 | Jul 17, 2015 | D | 10,601 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F4 | — | Jul 17, 2015 | M | 8,601 | D | May 6, 2015 | — | Common Stock | 8,601 | 0 | D |
Explanation of responses
- F1Disposition pursuant to the merger (the "Merger") of Gadget Acquisition, Inc. into Geeknet, Inc. pursuant to the Agreement and Plan of Merger, dated as of June 1, 2015, by and among Geeknet, Inc., GameStop Corp. and Gadget Acquisition Inc., with the Merger being a transaction exempt under Rule 16b-3. In the Merger, each share of Geeknet, Inc. common stock was converted into the right to receive $20.00 in cash (the "Merger Consideration").
- F2Merger Consideration.
- F3Each Restricted Stock Unit represents a right to receive one share of Issuer's common stock.
- F4Restricted Stock Units granted pursuant to Issuer's 2007 Equity Incentive Plan. Mr. Cornick had elected to defer this compensation until he ceased serving on the Company's Board of Directors. Upon consummation of the Merger on July 17, 2015, the Company's Board of Directors was dissolved.