SEC Form 4 · accession 0001628280-15-004850
Borderfree, Inc. · BRDR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Daniel T Ciporin
Director
Period of report
Jun 10, 2015
Accepted (ET)
Jun 10, 2015 · 8:53 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001277141
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jun 10, 2015 | U | 36,115 | $14.00 | D | 0 | I | By Daniel Ciporin 2014 Trust |
| Common Stock | Jun 10, 2015 | U | 645,459 | $14.00 | 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)F1 | $16.00 | Jun 10, 2015 | D | 17,944 | D | — | Mar 20, 2024 | Common Stock | 17,944 | 0 | D |
Explanation of responses
- F1Represents options (the "Options") to purchase the Issuer's common stock that were subject to vesting over time but were cancelled at the effective time of the merger (the "Merger") pursuant to the Agreement and Plan of Merger, dated May 5, 2015, by and among the Company, Pitney Bowes Inc. and BrickBreaker Acquisition Corp., in which outstanding options were exchanged for a cash payment in the amount by which the per share purchase price of $14.00 (the "Merger Consideration") exceeded the exercise price of the option as of the effective time of the Merger. Because the exercise price of such Options exceeded the Merger Consideration, such Options were cancelled without consideration.