SEC Form 4 · accession 0001104659-18-035446
CommerceHub, Inc. · CHUBA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard N Baer
Director
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 A Common StockF1 | May 21, 2018 | D | 585 | — | D | 0 | D | |
| Series C Common StockF2,F1 | May 21, 2018 | D | 21,022 | — | 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) - CHUBAF4,F3 | $7.17 | May 21, 2018 | D | 3,365 | D | — | Nov 8, 2022 | Series A common stock | 3,365 | 0 | D |
| Stock Option (right to buy) - CHUBKF4,F3 | $4.47 | May 21, 2018 | D | 5,253 | D | — | Nov 8, 2022 | Series C common stock | 5,253 | 0 | D |
| Stock Option (right to buy) - CHUBAF4,F3 | $4.49 | May 21, 2018 | D | 2,627 | D | — | Nov 8, 2022 | Series A common stock | 2,627 | 0 | D |
| Stock Option (right to buy) - CHUBKF4,F5 | $11.72 | May 21, 2018 | D | 20,736 | D | — | Dec 31, 2023 | Series C common stock | 20,736 | 0 | D |
| Stock Option (right to buy) - CHUBKF4,F3 | $7.15 | May 21, 2018 | D | 6,738 | D | — | Nov 8, 2022 | Series C common stock | 6,738 | 0 | D |
| Stock Option (right to buy) - CHUBAF4,F5 | $11.76 | May 21, 2018 | D | 10,330 | D | — | Dec 31, 2023 | Series A common stock | 10,330 | 0 | D |
Explanation of responses
- F1Pursuant 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 was converted into the right to receive $22.75 in cash.
- F2Includes restricted stock units ("RSUs") and deferred stock units ("DSUs") with respect to the Issuer's Series C common stock. The reporting person's RSUs were scheduled to vest upon the earlier of (i) June 16, 2018 or (ii) the date of the Issuer's 2018 annual meeting of stockholders. Pursuant to the Merger Agreement, at the effective time of the Merger, each of the reporting person's RSUs and DSUs 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.
- F5This stock option award was scheduled to vest in two equal installments on December 31, 2019 and December 31, 2020.