SEC Form 4 · accession 0001094891-15-000047
KITARA MEDIA CORP. · KITM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert Regular
Officer — Chief Executive Officer · Director · 10% Owner
Period of report
Jan 28, 2015
Accepted (ET)
Jan 30, 2015 · 2:56 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001350773
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jan 28, 2015 | D | 10,091,409 | — | 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)F3,F2 | $0.20 | Jan 28, 2015 | D | 2,400,000 | D | — | Jul 1, 2018 | Common Stock | 2,400,000 | 0 | D |
| Common Stock Purchase WarrantsF4 | $0.825 | Jan 28, 2015 | D | 45,455 | D | Apr 30, 2014 | Apr 29, 2019 | Common Stock | 45,455 | 0 | D |
Explanation of responses
- F1On October 10, 2014, Kitara Holdco Corp. ("Holdco"), Kitara Media Corp. (the "Issuer") and Kitara Merger Sub, Inc. ("Merger Sub"), a wholly-owned subsidiary of Holdco, entered into an Agreement and Plan of Reorganization (the "Merger Agreement"), pursuant to which, and subject to the terms and conditions thereof, on January 28, 2015 (the "Closing Date") Merger Sub merged with and into the Issuer, with the Issuer surviving the merger as a wholly-owned subsidiary of Holdco. On the Closing Date, pursuant to the Merger Agreement, and subject to the terms and conditions thereof, at the effective time of the merger, Mr. Regular disposed of 10,091,409 shares of common stock of the Issuer in exchange for the same number of shares in Holdco.
- F2The stock options vest quarterly over a four-year period commencing on July 1, 2013.
- F3On the Closing Date, pursuant to the Merger Agreement, and subject to the terms and conditions thereof, at the effective time of the merger, the stock options were assumed by Holdco in the Merger.
- F4On the Closing Date, pursuant to the Merger Agreement, and subject to the terms and conditions thereof, at the effective time of the merger, the Common Stock Purchase Warrants were assumed by Holdco in the Merger.