SEC Form 4 · accession 0001372375-15-000078
Millennial Media Inc. · MM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael G. Barrett
Officer — President and CEO · Director
Period of report
Oct 22, 2015
Accepted (ET)
Oct 23, 2015 · 9:49 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001372375
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Oct 22, 2015 | U | 1,278,613 | $1.75 | D | 719,425 | D | |
| Common Stock | Oct 23, 2015 | D | 719,425 | $1.75 | 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 Option (Right to Buy)F3 | $1.39 | Oct 23, 2015 | D | 1,000,000 | D | — | Jan 28, 2025 | Common Stock | 1,000,000 | 0 | D |
Explanation of responses
- F1On September 3, 2015, Millennial Media, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with AOL Inc. ("AOL") and Mars Acquisition Sub, Inc., a wholly owned subsidiary of AOL, pursuant to which AOL acquired the Company in a merger (the "Merger") that became effective on October 23, 2015.
- F2Pursuant to the Merger Agreement, all shares of Company common stock outstanding immediately prior to the effective time of the Merger (the "Effective Time"), were canceled and converted automatically into the right to receive a cash payment equal to $1.75 per share (the "Offer Price"). All shares of Company restricted stock units outstanding immediately prior to the Effective Time, whether vested or unvested, were canceled and converted automatically into the right to receive a cash payment equal to the Offer Price; provided, that the cash payment for shares underlying any restricted stock unit award shall be earned subject to the same vesting schedule and other vesting terms and conditions applicable to such restricted stock unit award.
- F3Pursuant to the Merger Agreement, each Company stock option outstanding and unexercised immediately prior to the Effective Time, whether vested or unvested, was canceled and converted automatically into the right to receive a cash payment with respect thereto equal to the product of (i) the number of shares of Company common stock subject to such Company stock option immediately prior to the Effective Time and (ii) the excess, if any, of $1.75 over the exercise price per share subject to such Company stock option immediately prior to the Effective Time.