SEC Form 4 · accession 0001437749-18-001840

YuMe Inc · YUME

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

Reporting owner

Anthony Carvalho

Officer — EVP, Chief Financial Officer

Period of report

Feb 2, 2018

Accepted (ET)

Feb 6, 2018 · 9:57 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001415624

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Feb 2, 2018	U	125,662	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Restricted Stock Units^F2	—	Feb 2, 2018	D	787	D	—	—	Common Stock	787	D
Restricted Stock Units^F3	—	Feb 2, 2018	D	5,000	D	—	—	Common Stock	5,000	D
Restricted Stock Units^F4	—	Feb 2, 2018	D	53,950	D	—	—	Common Stock	53,950	D
Restricted Stock Units^F5	—	Feb 2, 2018	D	60,622	D	—	—	Common Stock	60,622	D
Stock Options (right to buy)^F6	$8.64	Feb 2, 2018	D	63,179	D	—	Jul 25, 2022	Common Stock	63,179	D
Stock Options (right to buy)^F6	$5.28	Feb 2, 2018	D	50,000	D	—	Aug 5, 2023	Common Stock	50,000	D
Stock Options (right to buy)^F6	$9.00	Feb 2, 2018	D	4,725	D	—	May 21, 2024	Common Stock	4,725	D

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 May 22, 2014 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 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 December 8, 2014 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 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 2, 2016 became 100% vested immediately prior to the change in control of the Issuer effected by the Merger Agreement transactions.
F5Disposed 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, 2017 became 100% vested immediately prior to the change in control of the Issuer effected by the Merger Agreement transactions.
F6Disposed 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.