SEC Form 4 · accession 0001437749-16-037033
ReachLocal Inc · RLOC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Alan E Salzman
Director · 10% Owner
VANTAGEPOINT VENTURE ASSOCIATES III LLC
Director · 10% Owner
VANTAGEPOINT VENTURE ASSOCIATES IV LLC
Director · 10% Owner
VantagePoint Management, Inc.
Director · 10% Owner
VantagePoint Venture Associates 2006, L.L.C.
Director · 10% Owner
Period of report
Aug 8, 2016
Accepted (ET)
Aug 10, 2016 · 4:43 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001297336
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Aug 8, 2016 | U | 8,536 | $4.60 | D | 0 | D | |
| Common StockF1 | Aug 8, 2016 | U | 12,589,374 | $4.60 | D | 0 | I | See footnote |
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,F2 | $2.82 | Aug 9, 2016 | D | 103,448 | D | — | Apr 28, 2025 | Common Stock | 103,448 | 0 | D |
| Stock Option (right to buy)F3,F2 | $1.65 | Aug 9, 2016 | D | 50,000 | D | — | May 25, 2026 | Common Stock | 50,000 | 0 | D |
Explanation of responses
- F1Includes 48,853 shares directly held by VantagePoint Management, Inc., 237,775 shares of common stock of the issuer directly held by VantagePoint Venture Partners III, L.P., 1,952,995 shares directly held by VantagePoint Venture Partners III (Q), L.P., 846,099 shares directly held by VantagePoint Venture Partners IV, L.P., 8,451,641 shares directly held by VantagePoint Venture Partners IV (Q), L.P., 30,789 shares directly held by VantagePoint Venture Partners IV Principals Fund, L.P., and 1,021,222 shares directly held by VantagePoint Venture Partners 2006 (Q), L.P. Mr. Salzman disclaims beneficial ownership of such securities and this report shall not be deemed an admission that he is the beneficial owner of such securities, except to the extent of his pecuniary interest therein.
- F2Pursuant to the agreement and plan of merger dated June 27, 2016, by and among ReachLocal, Inc., Gannett Co., Inc., and Raptor Merger Sub, Inc., at the closing of the merger each outstanding and unexercised stock option became fully vested and was cancelled in exchange for the right to receive in cash an amount equal to the product of (i) the total number of shares of ReachLocal common stock subject to the stock option, multiplied by (ii) the excess, if any, of $4.60 over the exercise price of the option.
- F3Pursuant to arrangements between Mr. Salzman and VantagePoint Venture Associates III, L.L.C., VantagePoint Venture Associates IV, L.L.C., VantagePoint Venture Associates 2006, L.L.C., and VantagePoint Management, Inc., each such entity has beneficial ownership of the stock option issued to Mr. Salzman. As a managing member or officer of these entities, Mr. Salzman has the power to exercise the option and voting and investment power with respect to the underlying shares. Each entity, and Mr. Salzman, disclaims beneficial ownership of such securities except to the extent of it or his pecuniary interest therein.