SEC Form 4 · accession 0001179110-17-010849

RIGHTSIDE GROUP, LTD. · NAME

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

Reporting owner

Officer — Chief Executive Officer · Director

Period of report

Jul 27, 2017

Accepted (ET)

Aug 1, 2017 · 2:59 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001589094

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Jul 27, 2017	U	428,384	$10.60	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (right to buy)^F2	$8.43	Jul 28, 2017	D	7,627	D	Oct 24, 2011	Oct 26, 2017	Common Stock	7,627	D
Stock Option (right to buy)^F2	$9.36	Jul 28, 2017	D	5,084	D	Mar 24, 2013	Mar 24, 2019	Common Stock	5,084	D
Stock Option (right to buy)^F2,F3	$8.77	Jul 28, 2017	D	181,727	D	—	Apr 12, 2026	Common Stock	181,727	D
Stock Option (right to buy)^F4	$8.48	Jul 28, 2017	D	187,942	D	—	Mar 6, 2027	Common Stock	187,942	D

F1Pursuant to the Agreement and Plan of Merger dated June 13, 2017 by and among Donuts Inc., DTS Sub Inc. and the Issuer (the "Merger Agreement"), (i) each share of common stock was tendered for $10.60 in cash (less applicable tax withholding), and (ii) upon the closing of the merger on July 28, 2017, each outstanding restricted stock unit ("RSU") was exchanged for the right to receive $10.60 in cash (less applicable tax withholding), subject to the same vesting schedule and other terms and conditions that applied to the original RSU award, including any acceleration provisions set forth in any written employment agreement.
F2Pursuant to the terms of the Merger Agreement, all outstanding stock options were cancelled. Options with an exercise price per share less than $10.60 received a cash payment (less applicable tax withholdings) equal to, on a per share basis, $10.60 per share less the exercise price per share.
F3Twenty five percent (25%) of the shares subject to the option shall become vested and exercisable on February 15, 2017 and the remainder of the shares subject to the option shall vest and become exercisable in twelve (12) equal installments on each three (3) month anniversary thereafter.
F4Shares subject to the option shall vest and become exercisable in sixteen (16) equal installments with the first vest to occur on May 15, 2017, and subsequent vests to occur on each three (3) month anniversary thereafter.