SEC Form 4 · accession 0001209191-15-042014
SPARK NETWORKS INC · LOV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
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)F1,F2,F3 | $5.25 | May 8, 2015 | A | 60,000 | A | May 8, 2015 | — | Common Stock | 60,000 | 60,000 | D |
| Stock Option (Right to Buy)F4,F2,F3 | $7.50 | May 8, 2015 | A | 120,000 | A | May 8, 2015 | — | Common Stock | 120,000 | 120,000 | D |
| Stock Option (Right to Buy)F5,F2,F3 | $10.00 | May 8, 2015 | A | 180,000 | A | May 8, 2015 | — | Common Stock | 180,000 | 180,000 | D |
Explanation of responses
- F1Such options are subject to a "Trigger Price", as defined in Footnote 2, of $6.00 per option.
- F2Such options vest 100% on May 8, 2015, provided that, except with respect to a Change in Control as defined in the Company's 2007 Omnibus Incentive Plan (the "Plan"), the Company's per share stock price must close at or above the applicable trigger price (the "Trigger Price") for twenty (not necessarily consecutive) business days since the grant date and prior to exercise for the options to be exercisable. Notwithstanding the Trigger Price, the applicable exercise price per share for such exercisable options will remain as described. In the event of a Change in Control, such options would be immediately exercisable at the applicable exercise price per share, provided that the price per share of Company stock reflected by such Change in Control exceeds the applicable Trigger Prices for such options.
- F3See "General Remarks" for Footnote 3.
- F4Such options are subject to a "Trigger Price", as defined in Footnote 2, of $10.00 per option.
- F5Such options are subject to a "Trigger Price", as defined in Footnote 2, of $13.50 per option.
Remarks
Such vested options would expire on the earlier to occur of the following: (i) if, in the event of termination for any reason of the grantee's employment with the Company, then (A) thirty days following such termination of employment if the Company's stock price has closed at or above the Trigger Price applicable to such options for twenty (not necessarily consecutive) business days since the date of grant and prior to such termination of employment, or (B) immediately upon termination, if the Company's stock price has not closed at or above the Trigger Price applicable to such options for twenty (not necessarily consecutive) business days during such timeframe; or (ii) on (A) December 31, 2017, if a grantee's options have not exceeded the applicable Trigger Price for such options for twenty (not necessarily consecutive) business days since the date of grant and prior to such date, or (B) if such grantee's options have exceeded the applicable Trigger Price for such options for twenty (not necessarily consecutive) business days since the date of grant and December 31, 2017, then December 31, 2019, unless they expire earlier pursuant to clause (i) above.