SEC Form 4 · accession 0001437749-16-037039
ReachLocal Inc · RLOC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Habib Kairouz
Director
Period of report
Aug 8, 2016
Accepted (ET)
Aug 10, 2016 · 4:45 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 | 76,472 | $4.60 | D | 0 | D | |
| Common StockF1,F2 | Aug 8, 2016 | U | 2,570,395 | $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 | $2.82 | Aug 9, 2016 | D | 103,448 | D | — | Apr 28, 2025 | Common Stock | 103,448 | 0 | D |
| Stock Option (right to buy)F3 | $1.65 | Aug 9, 2016 | D | 50,000 | D | — | May 25, 2026 | Common Stock | 50,000 | 0 | D |
Explanation of responses
- F1Consists of 2,362,930 shares held by Rho Ventures V, L.P. ("RV V") and 207,465 shares held by Rho Ventures V Affiliates, L.L.C. ("RV V Affiliates").
- F2The reporting person is a managing member of Rho Capital Partners LLC ("RCP LLC"). RCP LLC is the managing member of RMV V, L.L.C., which is the general partner of RV V and the managing member of RV V Affiliates. The reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.
- F3Pursuant 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.