SEC Form 4 · accession 0001209191-16-153726
Everyday Health, Inc. · EVDY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sharon L Wienbar
Director
Period of report
Dec 3, 2016
Accepted (ET)
Dec 6, 2016 · 5:47 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001358483
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Dec 3, 2016 | U | 2,008 | $10.50 | D | 16,375 | I | See footnote |
| Common StockF3,F2 | Dec 5, 2016 | D | 16,375 | $10.50 | D | 0 | I | See footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Disposed of pursuant to a cash tender offer conducted in accordance with the Agreement and Plan of Merger (the "Merger Agreement"), dated October 21, 2016, among the Issuer, Ziff Davis, LLC, a Delaware limited liability company (the "Parent"), Project Echo Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser") and j2 Global, Inc. in exchange for cash consideration of $10.50 per share, without interest and less any applicable tax withholding. Pursuant to the Merger Agreement, the Purchaser merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent (the "Merger").
- F2Pursuant to the policies of Scale Management LLC ("Scale Management"), the reporting person is deemed to hold the reported securities for the benefit of Scale Management. Scale Management may be deemed the indirect beneficial owner of the securities. The reporting person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.
- F3Pursuant to the terms of the award, the vesting of restricted stock units for an aggregate of 16,375 shares was accelerated in connection with the Merger. Pursuant to the terms of the Merger Agreement, these accelerated restricted stock units were cancelled and converted into the right to receive cash consideration of $10.50 per share (without interest and less any applicable tax withholding).