SEC Form 4 · accession 0001437749-18-001839

YuMe Inc · YUME

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Tendered into and disposed of upon the closing of the exchange offer initiated by Redwood Merger Sub I, Inc. ("Purchaser") pursuant to the Agreement and Plan of Merger and Reorganization by and among RhythmOne plc, ("RhythmOne"), Purchaser (a wholly owned subsidiary of RhythmOne), Redwood Merger Sub II, Inc., and Issuer, dated as of September 4, 2017 (the "Merger Agreement"), whereby Purchaser offered to exchange for each outstanding share of common stock of the Issuer ("Issuer Common Stock") the following - (continued below)
• F2Disposed of pursuant to the Merger Agreement, whereby each vested restricted stock unit in Issuer common stock ("RSU") was cancelled in exchange for the right to receive the Transaction Consideration, with required tax withholdings satisfied by reducing the number of ordinary shares of RhythmOne otherwise issuable by the least number of shares equal in value to the tax withholding liability. Pursuant to the terms of the Issuer's Executive Severance Plan, the Reporting Person's RSU award granted March 3, 2016 became 100% vested immediately prior to the change in control of the Issuer effected by the Merger Agreement transactions.
• F3Disposed of pursuant to the Merger Agreement, whereby each vested RSU in Issuer common stock was cancelled in exchange for the right to receive the Transaction Consideration, with required tax withholdings satisfied by reducing the number of ordinary shares of RhythmOne otherwise issuable by the least number of shares equal in value to the tax withholding liability. Pursuant to the terms of the Issuer's Executive Severance Plan, the Reporting Person's RSU award granted March 2, 2017 became 100% vested immediately prior to the change in control of the Issuer effected by the Merger Agreement transactions.
• F4Disposed of pursuant to the Merger Agreement, whereby each vested option to acquire Issuer common stock with an exercise price less than the Transaction Consideration Value was cancelled in exchange for the right to receive the product of the Transaction Consideration multiplied by the number of Issuer shares of common stock issuable upon a cashless net exercise of the option. The number of Issuer shares of common stock to be received by the "net exercise" was calculated as the product of (i) the number of vested options less (ii) the product of the option exercise price divided by the Transaction Consideration Value plus estimated taxes divided by the Transaction Consideration Value.
• F5Disposed of pursuant to the Merger Agreement, whereby each option to acquire Issuer Common Stock with an exercise price in excess of the Transaction Consideration Value was automatically cancelled.

Remarks

1. (continued) (a) $1.70 in cash and (b) 0.7325 ordinary shares of RhythmOne, plus cash in lieu of any fractional shares of RhythmOne, in each case, without interest, and less any applicable withholding taxes (cumulatively, the "Transaction Consideration"). The market value of the Transaction Consideration is $4.36 per share (the "Transaction Consideration Value"), based on the 5-day volume-weighted average trading price of RhythmOne ordinary shares as of end of trading on February 1, 2018. The price per share of RhythmOne ordinary shares in US Dollars was determined using the spot exchange rate posted on Bloomberg at approximately 10:30 a.m. (P.T.) on February 1, 2018.