SEC Form 4 · accession 0001104659-18-035445
CommerceHub, Inc. · CHUBA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Doug Wolfson
Officer — General Counsel/Secretary
Period of report
May 21, 2018
Accepted (ET)
May 23, 2018 · 4:13 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001665658
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Series C Common StockF1,F2 | May 21, 2018 | D | 52,132 | — | 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) - CHUBKF4,F3 | $8.22 | May 21, 2018 | D | 10,908 | D | — | Mar 26, 2024 | Series C common stock | 10,908 | 0 | D |
| Stock Option (right to buy) - CHUBKF4,F5 | $16.34 | May 21, 2018 | D | 189,611 | D | — | Jul 20, 2026 | Series C common stock | 189,611 | 0 | D |
| Stock Option (right to buy) - CHUBKF4,F6 | $16.30 | May 21, 2018 | D | 48,882 | D | — | Mar 15, 2027 | Series C common stock | 48,882 | 0 | D |
| Stock Option (right to buy) - CHUBKF4,F7 | $10.74 | May 21, 2018 | D | 16,362 | D | — | Jan 29, 2025 | Series C common stock | 16,362 | 0 | D |
Explanation of responses
- F1Includes restricted stock units ("RSUs") that were granted in March 2017 and March 2018 with respect to the Issuer's Series C common stock. The RSUs were scheduled to vest in four equal annual installments beginning on the first anniversary of the respective grant dates. Also includes 605 shares acquired under the Issuer's Employee Stock Purchase Plan on March 26, 2018.
- 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"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of the Issuer's common stock and each of the reporting person's RSUs was converted into the right to receive $22.75 in cash.
- F3These stock options were fully vested at the time of the Merger.
- F4These 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.
- F522.22% of this stock option award vested on July 20, 2017. An additional 22.22% of this award was scheduled to vest on each of July 20, 2018 and July 20, 2019, and the final 33.34% of this award was scheduled to vest on January 20, 2021.
- F625% of the options were vested at the time of the Merger. The remainder of this stock option award was scheduled to vest in three equal installments on each of March 15, 2019, March 15, 2020 and March 15, 2021.
- F7Two-thirds of the options were vested at the time of the Merger. The remainder was scheduled to vest on January 29, 2019.