SEC Form 4 · accession 0001615774-16-006239
UNITED ONLINE INC · UNTD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Edward K Zinser
Officer — EVP & Chief Financial Officer
Period of report
Jul 1, 2016
Accepted (ET)
Jul 6, 2016 · 5:35 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001142701
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jul 1, 2016 | D | 86,018 | $11.00 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F3 | $10.46 | Jul 1, 2016 | D | 150,000 | D | — | Jul 23, 2024 | Common Stock | 150,000 | 0 | D |
Explanation of responses
- F1Includes shares subject to restricted stock unit awards that were to be issued as those awards vested. These restricted stock unit awards were cancelled and entitled the Reporting Person to $11.00 per award in cash in connection with the merger described below.
- F2In connection with the merger of Unify Merger Sub, Inc. ("Merger Sub"), a wholly-owned subsidiary of B. Riley Financial, Inc. ("BRF") with and into United Online, Inc. ("United") on July 1, 2016 pursuant to the Agreement and Plan of Merger, dated May 4, 2016, by and among BRF, Merger Sub and United, the Reporting Person received $11.00 per share in cash, subject to applicable tax withholding, in exchange for each share of United common stock and each restricted stock unit award reported herein.
- F3This option, which provided for vesting of one-third upon the Reporting Person's continuation in service through July 24, 2015 and vesting of the balance in 24 equal monthly installments upon the Reporting Person's completion of each additional month of service thereafter, was canceled in the merger in exchange of a cash payment of $81,000, subject to applicable tax withholding, representing the difference between the exercise price of the option and the per share merger consideration ($11.00 per share).