SEC Form 4 · accession 0001277624-16-000014
TUBEMOGUL INC · TUBE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jack R Lazar
Director
Period of report
Dec 19, 2016
Accepted (ET)
Dec 21, 2016 · 9:45 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001449278
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Dec 19, 2016 | U | 26,624 | $14.00 | D | 8,069 | D | |
| Common Stock | Dec 19, 2016 | D | 8,069 | $14.00 | 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)F4 | $15.37 | Dec 19, 2016 | D | 5,679 | D | — | Jun 18, 2025 | Common Stock | 5,679 | 0 | D |
| Stock Option (right to buy)F5 | $2.76 | Dec 19, 2016 | D | 107,500 | D | — | Nov 11, 2023 | Common Stock | 107,500 | 0 | D |
Explanation of responses
- F1Of the reported shares, 8,069 shares are represented by RSUs.
- F2Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated November 10, 2016, by and among Issuer, Adobe Systems Incorporated, a Delaware corporation ("Adobe") and Tiger Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Adobe, the vesting of restricted stock units for an aggregate of 8,069 shares was accelerated immediately at the effective time of the Merger, and in accordance with the Merger Agreement, these accelerated restricted stock units were canceled and converted into the right to receive cash consideration of $14.00 per share, net to the seller in cash, without interest thereon and subject to any required tax withholding.
- F3This stock option is being canceled pursuant to the terms of the Merger Agreement.
- F4This stock option is fully vested and exercisable.
- F5Option is fully vested and immediately exercisable. Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding and exercisable option to purchase shares of common stock of Issuer was canceled and converted into the right to receive an amount (subject to any applicable withholding tax) in cash equal to: (A) $14.00 per share minus (B) the exercise price per share of common stock of Issuer.