SEC Form 4 · accession 0001104659-18-035454
CommerceHub, Inc. · CHUBA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Francis J Poore
Officer — CEO/President · Director
Period of report
May 21, 2018
Accepted (ET)
May 23, 2018 · 4:16 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 | $2.65 | May 21, 2018 | D | 763,593 | D | — | Jan 10, 2021 | Series C common stock | 763,593 | 0 | D |
| Stock Option (right to buy) - CHUBKF2,F3 | $16.34 | May 21, 2018 | D | 2,306,155 | D | — | Jun 28, 2026 | Series C common stock | 2,306,155 | 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.
- F3Approximately 46% of these stock options were vested at the time of the Merger, with 48,045 scheduled to vest on May 28, 2018 and each monthly anniversary thereafter through May 28, 2020, and with the final 48,041 vesting on June 27, 2020.