SEC Form 4 · accession 0001209191-18-007317

Bazaarvoice Inc · BV

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

Reporting owner

Kinloch Gill III

Officer — CLO, GC & Secretary

Period of report

Feb 1, 2018

Accepted (ET)

Feb 5, 2018 · 12:07 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001330421

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Common Stock^F1	Feb 1, 2018	A	57,002	$0.00	A	265,553	D
Common Stock^F2	Feb 1, 2018	D	77,892	$5.50	D	187,661	D
Common Stock^F3	Feb 1, 2018	D	187,661	—	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 Options (Right to Buy)^F4	$7.32	Feb 1, 2018	D	20,000	D	—	Feb 20, 2023	Common Stock	20,000	0	D
Stock Options (Right to Buy)^F4	$7.60	Feb 1, 2018	D	15,000	D	—	Dec 9, 2024	Common Stock	15,000	0	D
Stock Options (Right to Buy)^F4	$6.42	Feb 1, 2018	D	88,900	D	—	Jun 17, 2025	Common Stock	88,900	0	D
Stock Options (Right to Buy)^F5	$3.94	Feb 1, 2018	D	22,709	D	—	Jun 7, 2023	Common Stock	22,709	31,793	D
Stock Options (Right to Buy)^F6	$3.94	Feb 1, 2018	D	31,793	D	—	Jun 7, 2023	Common Stock	31,793	0	D

Explanation of responses

F1The reporting person was previously granted restricted stock units that would vest upon the satisfaction of certain performance criteria, which criteria were deemed satisfied at 100% of target in accordance with the Merger Agreement (as defined below), resulting in the deemed vesting of the reported shares.
F2Disposed of pursuant to the Agreement and Plan of Merger, by and among BV Parent, LLC, BV Merger Sub, Inc. and Bazaarvoice, Inc. (the "Issuer"), dated November 26, 2017 (as amended, the "Merger Agreement"), whereby each outstanding share of the Issuer's common stock was cancelled at the effective time (the "Effective Time") of the merger (the "Merger") and converted into the right to receive a cash payment of $5.50 per share.
F3Disposed of pursuant to the Merger Agreement whereby such unvested restricted stock units ("Unvested RSUs") were cancelled at the Effective Time and converted into the right to receive a consideration equal to the value of the product of $5.50 and the number of Unvested RSUs granted to such ELT Member (the "RSU Consideration"), whereby (i) 20% of the RSU Consideration was paid in cash, (ii) 40% of the RSU Consideration was paid through the issuance of one Class A Preferred Unit of MEP-BV Topco, LP ("Topco") and one Class B Common Unit of Topco for each whole dollar in value of such percentage, and (iii) 40% of the RSU Consideration was paid through the issuance of one Class B Common Unit of Topco for each whole dollar in value of such percentage, where such Class B Common Unit of Topco shall be profits interests and vest over a period of five (5) years from the Effective Time.
F4Pursuant to the terms of the Merger Agreement, options with an exercise price greater than $5.50 per share were cancelled without consideration.
F5Disposed of pursuant to the Merger Agreement, whereby such vested options were cancelled at the Effective Time and converted into the right to receive a total amount in cash, equal to the product of (x) excess of $5.50 over the exercise price per share of each stock option and (y) the number of shares underlying such stock option.
F6Disposed of pursuant to the Merger Agreement, whereby such unvested options were cancelled at the Effective Time and converted into the right to receive consideration equal to the value of the product of the (x) excess of $5.50 over the exercise price per share of each stock option and (y) the number of shares underlying such stock options (the "Option Consideration"), whereby (i) 20% of the Option Consideration was paid in cash, (ii) 40% of the Option Consideration was paid through the issuance of one Class A Preferred Unit of Topco and one Class B Common Unit of Topco for each whole dollar in value of such percentage, and (iii) 40% of the Option Consideration was paid through the issuance of one Class B Common Unit of Topco for each whole dollar in value of such percentage, where such Class B Common Unit of Topco shall be deemed profits interests and vest over a period of five (5) years from the Effective Time.