SEC Form 4 · accession 0001104659-18-035433
CommerceHub, Inc. · CHUBA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard Warren Jones
Officer — CTO
Period of report
May 21, 2018
Accepted (ET)
May 23, 2018 · 4:02 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001665658
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy) - CHUBKF2,F1 | $2.66 | May 21, 2018 | D | 174,535 | D | — | Jan 14, 2021 | Series C common stock | 174,535 | 0 | D |
| Stock Option (right to buy) - CHUBKF2,F1 | $6.25 | May 21, 2018 | D | 54,542 | D | — | May 10, 2023 | Series C common stock | 54,542 | 0 | D |
| Stock Option (right to buy) - CHUBKF2,F3 | $16.34 | May 21, 2018 | D | 655,444 | D | — | Jul 20, 2026 | Series C common stock | 655,444 | 0 | D |
Explanation of responses
- F1These stock options were fully vested at the time of the Merger.
- F2Pursuant to the Agreement and Plan of Merger, dated as of March 5, 2018 (the "Merger Agreement"), by and among the Issuer, Great Dane Parent, LLC ("Great Dane Parent"), and Great Dane Merger Sub, Inc. ("Merger Sub"), a direct, wholly owned subsidiary of Great Dane Parent, on May 21, 2018, Merger Sub was merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Great Dane Parent (the "Merger"). These stock options were canceled in the Merger in exchange for a cash payment based on the number of stock options canceled multiplied by the difference between the exercise price of the option and $22.75.
- F322.22% of the options were vested at the time of the Merger. 44.44% of the remainder of this stock option award was scheduled to vest in two equal installments on each of July 20, 2018 and July 20, 2019, and the final 33.34% of this stock option award was scheduled to vest on January 20, 2021.