SEC Form 4 · accession 0001611231-17-000132
MaxPoint Interactive, Inc. · MXPT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brad R Schomber
Officer — Chief Financial Officer
Period of report
Oct 10, 2017
Accepted (ET)
Oct 10, 2017 · 11:26 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001611231
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Oct 10, 2017 | U | 7,926 | $13.86 | D | 8,000 | D | |
| Common StockF2 | Oct 10, 2017 | D | 2,000 | $13.86 | D | 6,000 | D | |
| Common StockF3 | Oct 10, 2017 | D | 6,000 | $0.00 | 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 | $45.44 | Oct 10, 2017 | D | 52,500 | D | — | Mar 19, 2024 | Common Stock | 52,500 | 0 | D |
| Stock Option (right to buy)F4 | $22.00 | Oct 10, 2017 | D | 12,500 | D | — | Nov 15, 2025 | Common Stock | 12,500 | 0 | D |
| Stock Option (right to buy)F5 | $10.18 | Oct 10, 2017 | D | 1,187 | D | — | May 26, 2026 | Common Stock | 1,187 | 1,813 | D |
| Stock Option (right to buy)F6 | $10.18 | Oct 10, 2017 | D | 1,813 | D | — | May 26, 2026 | Common Stock | 1,813 | 0 | D |
Explanation of responses
- F1Disposed of upon the closing of the tender offer and merger pursuant to the Agreement and Plan of Merger by and among Harland Clarke Holdings Corp. ("Parent"), Mercury Merger Sub, Inc. ("Purchaser") (an indirect wholly owned subsidiary of Parent), and Issuer, dated as of August 27, 2017 (the "Merger Agreement"), whereby Purchaser acquired each outstanding share of common stock of the issuer for a cash payment of $13.86 per share.
- F2Disposed of pursuant to the Merger Agreement whereby such restricted stock units were accelerated and then cancelled in exchange for the right to receive future cash payments in the amount of $13.86 per restricted stock unit pursuant to the Merger Agreement.
- F3Disposed of pursuant to the Merger Agreement whereby such unvested restricted stock units were cancelled without payment of any consideration as they did not accelerate pursuant to the Merger Agreement.
- F4Pursuant to the terms of the Merger Agreement, options with an exercise price greater than $13.86 per share were cancelled without payment of any consideration.
- F5Disposed of pursuant to the Merger Agreement, whereby each stock option vested and outstanding as of immediately prior to the Effective Time (after giving effect to any applicable accelerated vesting as defined in the Merger Agreement), was cancelled in exchange for the right to receive cash in an amount equal to the product of (i) the total number of shares subject to each such stock option immediately prior to the Effective Time and (ii) the excess, if any, of (x) $13.86 over (y) the exercise price per share subject to such stock option.
- F6Disposed of pursuant to the Merger Agreement whereby such unvested stock options were cancelled without payment of any consideration as they did not accelerate pursuant to the Merger Agreement.