SEC Form 3 · accession 0001144204-15-036334

Dealertrack Technologies, Inc · TRAK

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

Reporting owner

Director

Period of report

Jun 1, 2015

Accepted (ET)

Jun 9, 2015 · 6:12 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001333513

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	holding	—	—		—	4,388	D
Common Stock^F2	holding	—	—		—	39,125	I	These shares are owned by an investment fund.

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Non-Qualified Stock Option (right to buy)^F3	$41.02	holding	—	—	—	—	May 31, 2022	Common Stock	24,580	—	D
Stock Option (right to buy)^F6,F4,F5	$52.7767	holding	—	—	—	—	—	Common Stock	2,329,016	—	I

F1Includes 4,388 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Dealertrack common stock. The restricted stock units will vest on the date of the Issuer's 2016 Annual Meeting of Stockholders or such date as the director elects to defer receipt of the shares.
F2The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest.
F3The options will vest over 3 years, 33% each year on the anniversary of the grant date on June 1, 2016, June 1, 2017 and June 1, 2018.
F4These options became exercisable upon the payment of an option consideration by the Reporting Person to a third party unaffiliated with the Issuer, which occurred on or before the fifth business day after the Reporting Person's execution of the agreement governing the terms of such options with the unaffiliated third party (the "Agreement").
F5These options must be exercised by the Reporting Person on or before the earlier of (i) an acceleration event pursuant to the Agreement (ii) December 31, 2019.
F6In addition to the referenced conversion price, payment of which must be converted into Canadian dollars based on the opening US-CDN dollar Bank of Canada exchange rate on the effective date of the Agreement of $1.1426, the Reporting Person would be required to pay an amount equal to 91.4483% of: an interest amount paid by the unaffiliated third party when acquiring the options divided by 2,038,397.