SEC Form 4 · accession 0001437749-16-037041
ReachLocal Inc · RLOC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ross Landsbaum
Officer — Chief Financial Officer
Period of report
Aug 8, 2016
Accepted (ET)
Aug 10, 2016 · 4:46 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 | 70,961 | $4.60 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F2,F3 | — | Aug 9, 2016 | D | 40,000 | D | — | — | Common Stock | 40,000 | 0 | D |
| Stock Option (right to buy)F4 | $2.70 | Aug 9, 2016 | D | 125,000 | D | — | May 6, 2022 | Common Stock | 125,000 | 0 | D |
| Stock Option (right to buy)F4 | $1.95 | Aug 9, 2016 | D | 90,000 | D | — | Feb 28, 2023 | Common Stock | 90,000 | 0 | D |
Explanation of responses
- F1Each restricted stock unit represents a contingent right to receive one share of ReachLocal, Inc. common stock.
- 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 restricted stock unit became fully vested and was cancelled in exchange for the right to receive in cash an amount equal to $4.60.
- F3The restricted stock units were to vest according to the following schedule: 25% on the first anniversary of the March 28, 2016 vesting start date and quarterly over the subsequent 12 quarters. The restricted stock units were to be completely vested on the fourth anniversary of the vesting start date.
- F4Pursuant 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.