SEC Form 4 · accession 0001209191-15-080127
XOOM Corp · XOOM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Julian King
Officer — Senior Vice President
Period of report
Nov 12, 2015
Accepted (ET)
Nov 13, 2015 · 8:02 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 | 16,656 | $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 | 5,657 | D | — | Apr 24, 2018 | Common Stock | 5,657 | 0 | D |
| Stock Option (Right to Buy)F3 | $4.48 | Nov 12, 2015 | D | 147,500 | D | — | Apr 20, 2020 | Common Stock | 147,500 | 0 | D |
| Stock Option (Right to Buy)F4 | $6.84 | Nov 12, 2015 | D | 140,000 | D | — | Mar 15, 2022 | Common Stock | 140,000 | 0 | D |
| Stock Option (Right to Buy)F5 | $26.52 | Nov 12, 2015 | D | 200,000 | D | — | Jan 16, 2024 | Common Stock | 200,000 | 0 | D |
| Stock Option (Right to Buy)F6 | $15.71 | Nov 12, 2015 | D | 90,000 | D | — | Feb 9, 2025 | Common Stock | 90,000 | 0 | D |
| Performance Stock UnitsF7 | $0.00 | Nov 12, 2015 | D | 36,900 | D | — | — | Common Stock | 36,900 | 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.
- 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 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 84,000 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 56,000 shares was cancelled, terminated and converted into an option to purchase 38,117 shares of PayPal Holdings, Inc. common stock at $10.05 per share.
- F5This 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.
- F6This 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 16,874 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 73,126 shares was cancelled, terminated and converted into an option to purchase 49,774 shares of PayPal Holdings, Inc. common stock at $23.09 per share.
- F7This grant of performance stock units, which provided for vesting in three annual installments after 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 a grant of restricted stock units that converted to 25,115 shares of PayPal Holdings, Inc. common stock with continued time-based vesting requirements.