SEC Form 4 · accession 0001209191-16-097142
Constant Contact, Inc. · CTCT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gail F Goodman
Officer — President and CEO · Director
Period of report
Feb 9, 2016
Accepted (ET)
Feb 10, 2016 · 8:18 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 | 583,132 | $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 | $3.05 | Feb 9, 2016 | D | 30,000 | D | — | — | Common Stock | 30,000 | 0 | D |
| Stock Option (Right to Buy)F3 | $22.27 | Feb 9, 2016 | D | 65,000 | D | — | — | Common Stock | 65,000 | 0 | D |
| Stock Option (Right to Buy)F4 | $13.68 | Feb 9, 2016 | D | 175,000 | D | — | — | Common Stock | 175,000 | 0 | D |
| Stock Option (Right to Buy)F5 | $17.96 | Feb 9, 2016 | D | 150,000 | D | — | — | Common Stock | 150,000 | 0 | D |
| Stock Option (Right to Buy)F6 | $27.12 | Feb 9, 2016 | D | 144,000 | D | — | — | Common Stock | 144,000 | 0 | D |
| Stock Option (Right to Buy)F7 | $24.88 | Feb 9, 2016 | D | 250,000 | D | — | — | Common Stock | 250,000 | 0 | D |
| Stock Option (Right to Buy)F8 | $13.09 | Feb 9, 2016 | D | 49,130 | D | — | — | Common Stock | 49,130 | 0 | D |
| Restricted Stock UnitsF9,F10 | — | Feb 9, 2016 | D | 25,260 | D | — | — | Common Stock | 25,260 | 0 | D |
| Restricted Stock UnitsF9,F10 | — | Feb 9, 2016 | D | 15,358 | D | — | — | Common Stock | 15,358 | 0 | D |
| Restricted Stock UnitsF9,F11 | — | Feb 9, 2016 | D | 13,725 | D | — | — | Common Stock | 13,725 | 0 | D |
| Restricted Stock UnitsF9,F10 | — | Feb 9, 2016 | D | 26,877 | D | — | — | Common Stock | 26,877 | 0 | D |
| Restricted Stock UnitsF9,F10 | — | Feb 9, 2016 | D | 37,016 | D | — | — | Common Stock | 37,016 | 0 | D |
| Restricted Stock UnitsF9,F12 | — | Feb 9, 2016 | D | 36,196 | D | — | — | Common Stock | 36,196 | 0 | D |
| Restricted Stock UnitsF9,F10 | — | Feb 9, 2016 | D | 31,728 | D | — | — | Common Stock | 31,728 | 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 $439,200 (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 $1,158,272 (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 $868,500 (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 $632,450 (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 $3,206,000 (representing a price per share equal to the difference between the offer price of $32 per share and the exercise price of the option).
- F5Upon the effectiveness of the merger, the option was canceled in exchange for a cash payment of $2,106,000 (representing a price per share equal to the difference between the offer price of $32 per share and the exercise price of the option).
- F6Upon the effectiveness of the merger, the option was canceled in exchange for a cash payment of $702,720 (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 $1,780,000 (representing a price per share equal to the difference between the offer price of $32 per share and the exercise price of the option).
- F8Upon the effectiveness of the merger, options to purchase 12,282 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 $696,795.68 (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.