SEC Form 4 · accession 0001209191-15-080120
XOOM Corp · XOOM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ryno Blignaut
Officer — Chief Financial Officer
Period of report
Nov 12, 2015
Accepted (ET)
Nov 13, 2015 · 7:48 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001315657
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Nov 12, 2015 | D | 19,167 | $25.00 | 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 | $1.00 | Nov 12, 2015 | D | 48,250 | D | — | Apr 24, 2018 | Common Stock | 48,250 | 0 | D |
| Stock Option (Right to Buy)F3 | $4.48 | Nov 12, 2015 | D | 118,125 | D | — | Apr 20, 2020 | Common Stock | 118,125 | 0 | D |
| Stock Option (Right to Buy)F4 | $6.84 | Nov 12, 2015 | D | 56,000 | D | — | Mar 15, 2022 | Common Stock | 56,000 | 0 | D |
| Stock Option (Right to Buy)F5 | $26.52 | Nov 12, 2015 | D | 49,999 | D | — | Jan 16, 2024 | Common Stock | 49,999 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to a merger agreement between the Issuer, PayPal, Inc., Timer Acquisition Corp., and PayPal Holdings, Inc., dated July 1, 2015 (the "Merger Agreement") in exchange for a cash payment of $25.00 per share without interest and less applicable withholding taxes. The shares originally represented a grant of restricted stock units which provided for vesting in twelve monthly installments after January 5, 2015. The units became fully vested immediately prior to the effective time of the merger as reported on a Form 8-K filed with the Securities and Exchange Commission on July 28, 2015.
- F2This option, which provided for vesting in installments from April 24, 2008 to April 24, 2012 at 1/48th monthly with a one-year cliff, was cancelled, terminated and extinguished pursuant to the Merger Agreement in exchange for a cash payment in the amount by which the per share merger price of $25.00 exceeded the exercise price of the option as of the effective time of the merger, without interest and less applicable withholding taxes.
- F3This option, which provided for vesting in installments from April 20, 2010 to April 20, 2015 at 1/60th monthly with a one year cliff, was cancelled, terminated and extinguished pursuant to the Merger Agreement in exchange for a cash payment in the amount by which the per share merger price of $25.00 exceeded the exercise price of the option as of the effective time of the merger, without interest and less applicable withholding taxes.
- F4This option, which provided for vesting in five annual installments after March 15, 2012 and became fully vested immediately prior to the effective time of the merger as reported on a Form 8-K filed with the Securities and Exchange Commission on July 28, 2015, was cancelled, terminated and extinguished pursuant to the Merger Agreement in exchange for a cash payment in the amount by which the per share merger price of $25.00 exceeded the exercise price of the option as of the effective time of the merger, without interest and less applicable withholding taxes.
- F5This option, which provided for vesting in forty-eight monthly installments after January 16, 2014, was cancelled, terminated and extinguished for no consideration pursuant to the Merger Agreement because the exercise price of such option exceeded the per share merger price of $25.00.