SEC Form 4 · accession 0001144204-16-093132

LEAPFROG ENTERPRISES INC · LF

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

E Stanton McKee Jr.

Director

Period of report

Apr 4, 2016

Accepted (ET)

Apr 6, 2016 · 9:27 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001138951

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Class A Common Stock	Apr 4, 2016	U	45,836	$1.00	D	0	D
Class A Common Stock^F1,F2	Apr 4, 2016	M	25,000	—	A	25,000	D
Class A Common Stock	Apr 4, 2016	U	25,000	$1.00	D	0	D
Class A Common Stock^F1,F2	Apr 4, 2016	M	3,681	—	A	3,681	D
Class A Common Stock	Apr 4, 2016	U	3,681	$1.00	D	0	D
Class A Common Stock^F1,F2	Apr 4, 2016	M	7,086	—	A	7,086	D
Class A Common Stock	Apr 4, 2016	U	7,086	$1.00	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Restricted Stock Unit (right to acquire)^F2,F3,F4	—	Apr 4, 2016	M	25,000	D	—	—	Class A Common Stock	25,000	D
Restricted Stock Unit (right to acquire)^F2,F5	—	Apr 4, 2016	M	3,681	D	—	Jun 30, 2014	Class A Common Stock	3,681	D
Restricted Stock Unit (right to acquire)^F2,F6	—	Apr 4, 2016	M	7,086	D	Jul 31, 2016	Jul 31, 2016	Class A Common Stock	7,086	D
Stock Option (Right to Buy)^F8,F7	$0.92	Apr 4, 2016	U	12,918	D	—	Aug 31, 2025	Class A Common Stock	12,918	D

Explanation of responses

F1All Restricted Stock Units vested in accordance with Agreement and Plan of Merger among LeapFrog Enterprises, Inc., VTech Acquisition Sub, L.L.C. and VTech Holdings Limited dated February 5, 2016 (the "Merger Agreement").
F2Restricted Stock Units convert in Class A Common Stock on a one-for-one basis.
F3Granted 3/15/2007 under Issuer's 2002 Equity Incentive Plan. Restricted Stock Units vested equally in 36 monthly installments commencing from 2/28/07. Shares will be issued within three months following a triggering issuance event, either (1) the termination of the director's term on the board of directors or (2) resignation of the director from the board of directors.
F4Expiration is three months from the triggering issuance event.
F5Annual grant under the Issuer's 2011 Equity and Incentive Plan, as amended. The awards vested on the last day of the month prior to the month of Issuer's 2014 annual meeting of stockholders, and underlying shares issued on occurrence of a triggering issuance event.
F6Annual grant under the Issuer's 2011 Equity and Incentive Plan, as amended. The awards vest on the last day of the month prior to the month of Issuer's 2016 annual meeting of stockholders, exercisability accelerated under terms of grant upon occurrence of a triggering issuance event.
F7The options are exercisable last day of the month prior to the month of Issuer's 2016 annual meeting of stockholders, exercisability accelerated under terms of grant upon occurrence of a triggering issuance event.
F8Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment $1,033.44, which is the product of (x) the total number of the shares subject to the option and (y) the excess of $1.00 per share over the exercise price of the option.