SEC Form 4 · accession 0001209191-15-080124
XOOM Corp · XOOM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kevin Hartz
Director
Period of report
Nov 12, 2015
Accepted (ET)
Nov 13, 2015 · 7:58 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 | 915,675 | $25.00 | D | 0 | I | By The Hartz Family Revocable Trust |
| Common Stock | Nov 12, 2015 | D | 136,496 | $25.00 | D | 0 | I | By The Hartz 2008 Irrevocable Trust |
| Common Stock | Nov 12, 2015 | D | 7,659 | $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)F3 | $25.38 | Nov 12, 2015 | D | 16,090 | D | — | Jul 18, 2023 | Common Stock | 16,090 | 0 | D |
| Stock Option (Right to Buy)F4 | $22.68 | Nov 12, 2015 | D | 11,259 | D | — | May 29, 2024 | Common Stock | 11,259 | 0 | D |
| Stock Option (Right to Buy)F5 | $19.11 | Nov 12, 2015 | D | 9,179 | D | — | May 28, 2025 | Common Stock | 9,179 | 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.
- F2Disposed of pursuant to the Merger Agreement in exchange for a cash payment of $25.00 per share, without interest. 3,924 of the shares represent a grant of restricted stock units that originally provided for vesting in one installment on May 28, 2016. The units became fully vested immediately prior to the effective time of the merger in accordance with the Issuer's non-employee director compensation policy.
- F3This option, which provided for vesting in three annual installments beginning July 18, 2013, 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.
- F4This option, which vested in one installment on May 29, 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.
- F5This option originally provided for vesting in one installment on May 28, 2016. The option became fully vested immediately prior to the effective time of the merger in accordance with the Issuer's non-employee director compensation policy and 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.