SEC Form 4 · accession 0001628280-15-004862

Borderfree, Inc. · BRDR

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

Reporting owner

Michael A. DeSimone

Officer — Chief Executive Officer · Director

Period of report

Jun 10, 2015

Accepted (ET)

Jun 10, 2015 · 8:57 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^F1	Jun 10, 2015	U	50,000	$14.00	D	0	I	See footnote
Common Stock	Jun 10, 2015	U	959,108	$14.00	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (Right to Buy)^F2	$6.71	Jun 10, 2015	D	142,377	D	—	Jun 10, 2023	Common Stock	142,377	D
Stock Option (Right to Buy)^F3	$16.00	Jun 10, 2015	D	139,520	D	—	Mar 20, 2024	Common Stock	139,520	D
Stock Option (Right to Buy)^F2	$7.68	Jun 10, 2015	D	135,500	D	—	Mar 1, 2024	Common Stock	135,500	D

Explanation of responses

F1Represents shares of the Issuer transferred by the Reporting Person to an irrevocable family trust by gift, of which the spouse of the Reporting Person serves as a trustee and one or more immediate family members of the Reporting Person are the beneficiaries. The Reporting Person disclaims Section 16 beneficial ownership of the shares held by the trust and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such shares held by such trust, except to the extent of his pecuniary interest, if any, in the shares held by such trust.
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.
F3Represents 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.