SEC Form 4 · accession 0001209191-15-080123

XOOM Corp · XOOM

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Christopher G. Ferro

Officer — VP & General Counsel

Period of report

Nov 12, 2015

Accepted (ET)

Nov 13, 2015 · 7:56 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	57,000	$25.00	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (Right to Buy)^F2	$4.48	Nov 12, 2015	D	75,000	D	—	Apr 20, 2020	Common Stock	75,000	D
Stock Option (Right to Buy)^F3	$6.84	Nov 12, 2015	D	81,250	D	—	Mar 15, 2022	Common Stock	81,250	D
Stock Option (Right to Buy)^F4	$26.52	Nov 12, 2015	D	100,000	D	—	Jan 16, 2024	Common Stock	100,000	D
Stock Option (Right to Buy)^F5	$15.71	Nov 12, 2015	D	60,000	D	—	Feb 9, 2025	Common Stock	60,000	D
Performance Stock Units^F6	$0.00	Nov 12, 2015	D	24,300	D	—	—	Common Stock	24,300	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.
F2This 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.
F3This option, which provided for immediate exercisability as of the grant date with vesting in five annual installments from March 15, 2012, was cancelled pursuant to the Merger Agreement. The vested portion of the option for 48,750 shares was cancelled, terminated and extinguished 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. The unvested portion of the option for 32,500 shares was cancelled, terminated and converted into an option to purchase 22,121 shares of PayPal Holdings, Inc. common stock at $10.05 per share.
F4This option, which provided for vesting in forty-eight monthly installments from 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.
F5This option, which provided for vesting in forty-eight monthly installments from January 29, 2015, was cancelled pursuant to the Merger Agreement. The vested portion of the option for 11,249 shares was cancelled, terminated and extinguished 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. The unvested portion of the option for 48,751 shares was cancelled, terminated and converted into an option to purchase 33,182 shares of PayPal Holdings, Inc. common stock at $23.09 per share.
F6This grant of performance stock units, which provided for vesting in three annual installments from January 29, 2015 subject to certain performance-based milestones, was assumed by PayPal Holdings, Inc. pursuant to the Merger Agreement. The grant was converted to restricted stock units that converted to 16,539 shares of PayPal Holdings, Inc. common stock with continued time-based vesting requirements.