SEC Form 4 · accession 0001209191-18-007323

Bazaarvoice Inc · BV

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

Reporting owner

Elizabeth Ritzcovan

Officer — Chief Revenue Officer

Period of report

Feb 1, 2018

Accepted (ET)

Feb 5, 2018 · 12:15 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	60,003	$0.00	A	265,982	D
Common Stock^F2	Feb 1, 2018	D	50,145	$5.50	D	215,837	D
Common Stock^F3	Feb 1, 2018	D	215,837	$5.50	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	$4.36	Feb 1, 2018	D	143,229	D	—	Dec 8, 2025	Common Stock	143,229	131,771	D
Stock Options (Right to Buy)^F5	$4.36	Feb 1, 2018	D	131,771	D	—	Dec 8, 2025	Common Stock	131,771	0	D
Stock Options (Right to Buy)^F4	$3.94	Feb 1, 2018	D	20,834	D	—	Jun 7, 2023	Common Stock	20,834	29,169	D
Stock Options (Right to Buy)^F5	$3.94	Feb 1, 2018	D	29,169	D	—	Jun 7, 2023	Common Stock	29,169	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 ("RSUs") were cancelled at the Effective Time in exchange for the right to receive future cash payments in the amount of $5.50 per terminated RSU (the "RSU Payment"). Pursuant to the Merger Agreement, 30% of the RSU Payment was paid in cash and 70% of the RSU Payment will be paid in accordance with the RSU's original vesting schedule.
F4Disposed 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.
F5Disposed of pursuant to the Merger Agreement whereby such unvested 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) the excess, if any, of $5.50 over the exercise price per share of each such unvested option, and (y) the number of shares underlying such unvested options (the "Unvested Option Payment"). Pursuant to the Merger Agreement, 30% of the Unvested Option Payment was paid in cash and 70% of the Unvested Option Payment will be paid pursuant to the unvested options original vesting schedule.