SEC Form 4 · accession 0001209191-17-059511
SPARK NETWORKS INC · LOV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert O'Hare
Officer — Chief Financial Officer
Period of report
Nov 2, 2017
Accepted (ET)
Nov 6, 2017 · 7:09 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 | 19,000 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F2 | $1.01 | Nov 2, 2017 | D | 400,000 | D | — | Mar 30, 2024 | Common Stock | 400,000 | 0 | D |
| Stock Option (right to buy)F3 | $5.25 | Nov 2, 2017 | D | 60,000 | D | Apr 1, 2015 | — | Common Stock | 60,000 | 0 | D |
| Stock Option (right to buy)F4 | $7.50 | Nov 2, 2017 | D | 120,000 | D | Apr 1, 2015 | — | Common Stock | 120,000 | 0 | D |
| Stock Option (right to buy)F5 | $10.00 | Nov 2, 2017 | D | 180,000 | D | Apr 1, 2015 | — | Common Stock | 180,000 | 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").
- F2The stock option was granted on March 30, 2017 for 400,000 shares and was exchanged with an option to purchase a number of New Spark ADSs equal to 400,000 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 vesting on the same terms.
- F3The stock option was granted on April 1, 2015 for 60,000 shares and was exchanged with an option to purchase a number of New Spark ADSs equal to 60,000 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 April 1, 2015 for 120,000 shares and was exchanged with an option to purchase a number of New Spark ADSs equal to 120,000 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.
- F5The stock option was granted on April 1, 2015 for 180,000 shares and was exchanged with an option to purchase a number of New Spark ADSs equal to 180,000 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.