SEC Form 4 · accession 0001628280-15-004863

Borderfree, Inc. · BRDR

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

Reporting owner

Isaac Hillel

Director · 10% Owner

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	D/I	Nature of ownership
Common Stock^F1	Jun 10, 2015	U	187,044	$14.00	D	I	By Pitango Principals Fund III (USA) L.P.
Common Stock^F1	Jun 10, 2015	U	554,753	$14.00	D	I	By Pitango Parallel Investor Fund III (USA) L.P.
Common Stock^F1	Jun 10, 2015	U	490,677	$14.00	D	I	By Pitango Venture Capital Fund III (USA) Non-Q L.P.
Common Stock^F1	Jun 10, 2015	U	5,307,890	$14.00	D	I	By Pitango Venture Capital Fund III (USA) L.P.
Common Stock^F1	Jun 10, 2015	U	1,443,298	$14.00	D	I	By Pitango Venture Capital Fund III (Israeli Investors) L.P.
Common Stock^F1	Jun 10, 2015	U	374,085	$14.00	D	I	By Pitango Venture Capital Fund III Trusts 2000 Ltd.

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 Pitango Venture Capital Fund III (USA) L.P., Pitango Venture Capital Fund III (USA) Non-Q L.P., Pitango Venture Capital Fund III (Israeli Investors) L.P., Pitango Venture Capital Fund III Trusts 2000 Ltd., Pitango Principals Fund III (USA) L.P. and Pitango Parallel Investor Fund III (USA) L.P. (the "Pitango Venture Capital Group"). Mr. Hillel is a Managing General Partner of the Pitango Venture Capital Group and may be deemed to be an indirect beneficial owner of the reported securities. Mr. Hillel 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.