SEC Form 4 · accession 0001096199-15-000083
Geeknet, Inc · GKNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Frank A Riddick III
Director
Period of report
Jul 17, 2015
Accepted (ET)
Jul 17, 2015 · 12:47 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 StockF1 | Jul 17, 2015 | M | 7,000 | $14.00 | A | 32,632 | D | |
| Common StockF3 | Jul 17, 2015 | D | 32,632 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Option (right to buy)F1 | $14.00 | Jul 17, 2015 | M | 7,000 | D | Aug 20, 2010 | Aug 20, 2020 | Common Stock | 7,000 | 0 | D |
Explanation of responses
- F1Outstanding stock options were cancelled upon the consummation of the Merger on July 17, 2015, and, in exchange, each holder thereof received an amount in cash equal to the product of the Merger Consideration minus the exercise price per share of such option ($20 - $14), multiplied by the number of shares of common stock issuable upon the exercise of such option (7,000) as of immediately prior to the consummation of the Merger.
- F2Disposition 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").
- F3Merger Consideration.