SEC Form 4 · accession 0001179110-17-010851
RIGHTSIDE GROUP, LTD. · NAME
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Wayne M. MacLaurin
Officer — Chief Technology Officer
Period of report
Jul 27, 2017
Accepted (ET)
Aug 1, 2017 · 3:02 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 StockF1 | Jul 27, 2017 | U | 112,580 | $10.60 | 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)F3,F2 | $8.48 | Jul 28, 2017 | D | 40,536 | D | — | Mar 6, 2027 | Common Stock | 40,536 | 0 | D |
Explanation of responses
- 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.
- F2Shares 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.
- F3Pursuant 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.