SEC Form 4 · accession 0001209191-15-080130
XOOM Corp · XOOM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John H Kunze
Officer — President and CEO · Director
Period of report
Nov 12, 2015
Accepted (ET)
Nov 13, 2015 · 8:08 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001315657
Table I — non-derivative securities
No Table I lines on this filing.
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)F1 | $0.68 | Nov 12, 2015 | D | 677,942 | D | — | Jul 21, 2016 | Common Stock | 677,942 | 0 | D |
| Stock Option (Right to Buy)F2 | $1.00 | Nov 12, 2015 | D | 60,031 | D | — | Apr 24, 2018 | Common Stock | 60,031 | 0 | D |
| Stock Option (Right to Buy)F3 | $4.48 | Nov 12, 2015 | D | 257,058 | D | — | Apr 20, 2020 | Common Stock | 257,058 | 0 | D |
| Stock Option (Right to Buy)F4 | $6.84 | Nov 12, 2015 | D | 500,000 | D | — | Mar 15, 2022 | Common Stock | 500,000 | 0 | D |
| Stock Option (Right to Buy)F5 | $26.52 | Nov 12, 2015 | D | 220,000 | D | — | Jan 16, 2024 | Common Stock | 220,000 | 0 | D |
| Stock Option (Right to Buy)F6 | $15.71 | Nov 12, 2015 | D | 200,000 | D | — | Feb 9, 2025 | Common Stock | 200,000 | 0 | D |
| Performance Stock UnitsF7 | $0.00 | Nov 12, 2015 | D | 81,900 | D | — | — | Common Stock | 81,900 | 0 | D |
Explanation of responses
- F1This option, which provided for vesting in forty-eight monthly installments from July 21, 2006 to July 21, 2010, was cancelled, terminated and extinguished 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 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.
- 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 after March 15, 2012, was cancelled pursuant to the Merger Agreement. The vested portion of the option for 299,999 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 200,001 shares was cancelled, terminated and converted into an option to purchase 136,132 shares of PayPal Holdings, Inc. common stock at $10.05 per share.
- 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.
- 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 37,499 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 162,501 shares was cancelled, terminated and converted into an option to purchase 110,608 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 and converted to a grant of restricted stock units that converted to 55,745 shares of PayPal Holdings, Inc. common stock with continued time-based vesting requirements.