SEC Form 4 · accession 0001209191-16-097140
Constant Contact, Inc. · CTCT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ellen Brezniak
Officer — SVP, Customer Operations
Period of report
Feb 9, 2016
Accepted (ET)
Feb 10, 2016 · 8:16 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001405277
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 9, 2016 | D | 19,114 | $32.00 | 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)F2 | $2.68 | Feb 9, 2016 | D | 5,391 | D | — | — | Common Stock | 5,391 | 0 | D |
| Stock Option (Right to Buy)F3 | $22.27 | Feb 9, 2016 | D | 45,000 | D | — | — | Common Stock | 45,000 | 0 | D |
| Stock Option (Right to Buy)F4 | $13.68 | Feb 9, 2016 | D | 43,500 | D | — | — | Common Stock | 43,500 | 0 | D |
| Stock Option (Right to Buy)F5 | $17.96 | Feb 9, 2016 | D | 46,000 | D | — | — | Common Stock | 46,000 | 0 | D |
| Stock Option (Right to Buy)F6 | $27.12 | Feb 9, 2016 | D | 37,500 | D | — | — | Common Stock | 37,500 | 0 | D |
| Stock Option (Right to Buy)F7 | $24.88 | Feb 9, 2016 | D | 16,800 | D | — | — | Common Stock | 16,800 | 0 | D |
| Stock Option (Right to Buy)F8 | $13.09 | Feb 9, 2016 | D | 23,120 | D | — | — | Common Stock | 23,120 | 0 | D |
| Restricted Stock UnitsF9,F10 | — | Feb 9, 2016 | D | 11,887 | D | — | — | Common Stock | 11,887 | 0 | D |
| Restricted Stock UnitsF9,F10 | — | Feb 9, 2016 | D | 5,375 | D | — | — | Common Stock | 5,375 | 0 | D |
| Restricted Stock UnitsF9,F11 | — | Feb 9, 2016 | D | 4,804 | D | — | — | Common Stock | 4,804 | 0 | D |
| Restricted Stock UnitsF9,F10 | — | Feb 9, 2016 | D | 9,407 | D | — | — | Common Stock | 9,407 | 0 | D |
| Restricted Stock UnitsF9,F10 | — | Feb 9, 2016 | D | 8,725 | D | — | — | Common Stock | 8,725 | 0 | D |
| Restricted Stock UnitsF9,F12 | — | Feb 9, 2016 | D | 8,532 | D | — | — | Common Stock | 8,532 | 0 | D |
| Restricted Stock UnitsF9,F10 | — | Feb 9, 2016 | D | 7,479 | D | — | — | Common Stock | 7,479 | 0 | D |
Explanation of responses
- F1Disposed of upon the effectiveness of the merger of Paintbrush Acquisition Corporation ("Paintbrush"), a wholly owned subsidiary of Endurance International Group Holdings, Inc. ("EIGI"), with and into the issuer on February 9, 2016 pursuant to a merger agreement dated October 30, 2015 by and among EIGI, Paintbrush and the issuer.
- F10Upon the effectiveness of the merger, each restricted stock unit was canceled in exchange for a replacement restricted stock unit award for shares of the common stock of EIGI, in an amount equal to the number of canceled restricted stock units multiplied by the ratio of $32 divided by the average price of EIGI common stock during the ten consecutive trading days ending on February 5, 2016, the second-to-last trading day prior to the effective date of the merger.
- F11Upon the effectiveness of the merger, the restricted stock units vested and were exchanged for a cash payment of $153,728 (representing a price of $32 per restricted stock unit).
- F12Upon the effectiveness of the merger, the restricted stock units vested and were exchanged for a cash payment of $273,024 (representing a price of $32 per restricted stock unit).
- F2Upon the effectiveness of the merger, the option was canceled in exchange for a cash payment of $158,064.12 (representing a price per share equal to the difference between the offer price of $32 per share and the exercise price of the option).
- F3Upon the effectiveness of the merger, the option was canceled in exchange for a cash payment of $437,850 (representing a price per share equal to the difference between the offer price of $32 per share and the exercise price of the option).
- F4Upon the effectiveness of the merger, the option was canceled in exchange for a cash payment of $796,920 (representing a price per share equal to the difference between the offer price of $32 per share and the exercise price of the option).
- F5Upon the effectiveness of the merger, the option was canceled in exchange for a cash payment of $645,840 (representing a price per share equal to the difference between the offer price of $32 per share and the exercise price of the option).
- F6Upon the effectiveness of the merger, the option was canceled in exchange for a cash payment of $183,000 (representing a price per share equal to the difference between the offer price of $32 per share and the exercise price of the option).
- F7Upon the effectiveness of the merger, the option was canceled in exchange for a cash payment of $119,616 (representing a price per share equal to the difference between the offer price of $32 per share and the exercise price of the option).
- F8Upon the effectiveness of the merger, options to purchase 5,780 shares of common stock were canceled in exchange for a replacement stock option award for shares of the common stock of EIGI, in an amount equal to the number of canceled options multiplied by the ratio of $32 divided by the average price of EIGI common stock during the ten consecutive trading days ending on February 5, 2016, the second-to-last trading day prior to the effective date of the merger. The remainder of the option was canceled in exchange for a cash payment of $327,899.40 (representing a price per share equal to the difference between the offer price of $32 per share and the exercise price of the option).
- F9Each restricted stock unit represented a contingent right to receive one share of issuer common stock.