SEC Form 4 · accession 0001209191-17-059507
SPARK NETWORKS INC · LOV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Brodsky
Director
Period of report
Nov 2, 2017
Accepted (ET)
Nov 6, 2017 · 7:02 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001314475
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Nov 2, 2017 | D | 70,632 | — | D | 0 | D | |
| Common StockF2 | Nov 2, 2017 | M | 2,838 | — | A | 2,838 | D | |
| Common StockF1 | Nov 2, 2017 | D | 2,838 | — | D | 0 | D | |
| Common StockF2 | Nov 2, 2017 | M | 10,374 | — | A | 10,374 | D | |
| Common StockF1 | Nov 2, 2017 | D | 10,374 | — | 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 UnitF2 | — | Nov 2, 2017 | M | 2,838 | D | — | — | Common Stock | 2,838 | 0 | D |
| Restricted Stock UnitF2 | — | Nov 2, 2017 | M | 10,374 | D | — | — | Common Stock | 10,374 | 0 | D |
| Stock Option (right to buy)F3 | $1.00 | Nov 2, 2017 | D | 24,000 | D | — | Mar 21, 2024 | Common Stock | 24,000 | 0 | D |
| Stock Option (right to buy)F4 | $3.45 | Nov 2, 2017 | D | 50,000 | D | — | Nov 5, 2022 | Common Stock | 50,000 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to the Agreement and Plan of Merger, dated as of May 2, 2017, by and among the Issuer, Affinitas GmbH, Spark Networks SE (f/k/a Blitz 17-655 SE) ("New Spark"), and Chardonnay Merger Sub, Inc., a wholly-owned subsidiary of New Spark (the "Merger Agreement"), in exchange for 0.1 American depositary shares of New Spark ("New Spark ADSs") per each share, with each New Spark ADS representing 0.1 ordinary shares of New Spark (the "Merger Consideration").
- F2Pursuant to the Merger Agreement, unvested restricted stock units ("RSUs") were converted to the issuer's common stock immediately prior to the effective time of the merger and exchanged for New Spark ADSs upon effectiveness of the merger.
- F3The stock option was granted on March 21, 2017 for 24,000 shares and was exchanged with an option to purchase a number of New Spark ADSs equal to 24,000 multiplied by 0.1, with an exercise price per share (rounded up to the nearest whole cent) equal to the per share exercise price specified in such stock option divided by 0.1.
- F4The stock option was granted on November 5, 2015 for 50,000 shares and was exchanged with an option to purchase a number of New Spark ADSs equal to 50,000 multiplied by 0.1, with an exercise price per share (rounded up to the nearest whole cent) equal to the per share exercise price specified in such stock option, divided by 0.1.