SEC Form 4 · accession 0001104659-16-147021
Sizmek Inc. · SZMK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Xavier A Gutierrez
Director
Period of report
Sep 27, 2016
Accepted (ET)
Sep 28, 2016 · 10:30 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001591877
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2,F1 | — | Sep 27, 2016 | D | 46,052 | D | — | — | Common Stock | 46,052 | 0 | D |
Explanation of responses
- F1The RSUs were granted to the Reporting Person pursuant to the Issuer's 2014 Incentive Award Plan. Each RSU represented a contingent right to receive one share of the issuer's common stock.
- F2Pursuant to the Agreement and Plan of Merger, dated August 3, 2016 among the Issuer, Solomon Holding, LLC and Solomon Merger Subsidiary, Inc., each RSU that was outstanding as of the effective time of the merger (i) automatically vested in full and the restrictions thereon lapsed, and (ii) by virtue of the merger and without any action on the part of the Reporting Person, was cancelled immediately prior to the effective time of the merger and converted into the right to receive an amount in cash equal to the product obtained by multiplying (a) the aggregate number of shares subject to such RSU and (b) $3.90 per share.