SEC Form 4 · accession 0001213900-17-004814
INTELLIGENT PROTECTION MANAGEMENT CORP. · IPM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Eric Sackowitz
Officer — Chief Technology Officer
Period of report
May 5, 2017
Accepted (ET)
May 9, 2017 · 4:33 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001355839
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 | $6.65 | May 5, 2017 | D | 15,678 | D | — | Aug 1, 2023 | Common Stock | 15,678 | 0 | D |
| Stock Option (Right to Buy)F2 | $3.36 | May 5, 2017 | A | 15,678 | A | May 5, 2017 | May 4, 2027 | Common Stock | 15,678 | 15,678 | D |
| Stock Option (Right to Buy)F3 | $3.36 | May 5, 2017 | A | 28,571 | A | May 5, 2018 | May 4, 2027 | Common Stock | 28,571 | 28,571 | D |
Explanation of responses
- F1Represents the cancellation of a stock option on May 5, 2017 pursuant to a cancellation agreement. The cancelled stock option was granted on October 7, 2016. Under this stock option, all of the options were vested and exercisable at the time of the closing of the merger contemplated by that certain Agreement and Plan of Merger dated as of September 13, 2016 by and among Snap Interactive, Inc. (the "Issuer"), SAVM Acquisition Corporation (a wholly-owned subsidiary of the Issuer), A.V.M. Software, Inc., and Jason Katz as the representative of A.V.M. Software, Inc.
- F2This stock option was granted and fully vested on May 5, 2017.
- F3This stock option was granted pursuant to a stock option agreement dated May 5, 2017 (the "Option Agreement"). Under this stock option, 25% of the shares of common stock underlying this stock option will vest on each anniversary of the date of grant, beginning with the first anniversary of the date of grant, as long as the reporting person is employed by the Issuer or a subsidiary on such dates; provided, that upon the effective date of a "change in control" (as defined in the Snap Interactive, Inc. 2016 Long-Term Incentive Plan), 50% of the then-unvested shares immediately will vest on the date of the change in control and the remaining 50% of the then-unvested shares will vest on the earlier of (i) the original date such shares would have vested or (ii) the first and second anniversaries of the date of the change in control in equal installments, in each case subject to the terms and conditions of the Option Agreement.