SEC Form 4 · accession 0001628280-15-004861

Borderfree, Inc. · BRDR

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

Reporting owner

Ofer Timor

Director · 10% Owner

Period of report

Jun 10, 2015

Accepted (ET)

Jun 10, 2015 · 8:56 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	D/I	Nature of ownership
Common Stock^F1	Jun 10, 2015	U	2,552,523	$14.00	D	I	By Delta Fund I, L.P.
Common Stock^F1	Jun 10, 2015	U	154,650	$14.00	D	I	By Poalim Delta Fund, L.P.
Common Stock^F1	Jun 10, 2015	U	138,412	$14.00	D	I	By Delta Fund I (Israel), L.P.
Common Stock^F1	Jun 10, 2015	U	309,302	$14.00	D	I	By Gmulot Delta Fund, L.P.
Common Stock	Jun 10, 2015	U	1,065	$14.00	D	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)^F2	$16.00	Jun 10, 2015	D	17,944	D	—	Mar 20, 2024	Common Stock	17,944	0	D

Explanation of responses

F1The shares are held directly by Delta Fund I, L.P., Poalim Delta Fund, L.P., Delta Fund I (Israel), L.P. and Gmulot Delta Fund, L.P., and indirectly by (i) Delta Ventures, Ltd., the general partner of each of Poalim Delta Fund, L.P., Delta Fund I (Israel), L.P, and Gmulot Delta Fund, L.P., and (ii) Delta Ventures (Cayman) Ltd., the general partner of Delta Fund I, L.P. (the aforementioned entities, collectively, "Delta Ventures"). Mr. Timor is a Managing Partner of Delta Ventures, and may be deemed to be an indirect beneficial owner of the reported securities. Mr. Timor disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein. This report shall not be deemed to be an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
F2Represents 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.