SEC Form 4 · accession 0001225208-16-037555
CommerceHub, Inc. · CHUBA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian J Wendling
Director
Period of report
Jul 22, 2016
Accepted (ET)
Aug 5, 2016 · 5:52 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 stock | Jul 22, 2016 | J | 2,132 | $0.00 | A | 2,132 | D | |
| Series C common stock | Jul 22, 2016 | J | 4,266 | $0.00 | A | 4,266 | 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) - CHUBAF3 | $6.97 | Jul 27, 2016 | J | 2,260 | A | — | Mar 19, 2020 | Series A common stock | 2,260 | 2,260 | D |
| Stock Option (right to buy) - CHUBAF4 | $13.29 | Jul 27, 2016 | J | 1,216 | A | — | May 12, 2022 | Series A common stock | 1,216 | 1,216 | D |
| Stock Option (right to buy) - CHUBAF5 | $13.29 | Jul 27, 2016 | J | 2,895 | A | — | May 12, 2023 | Series A common stock | 2,895 | 2,895 | D |
| Stock Option (right to buy) - CHUBKF3 | $6.94 | Jul 27, 2016 | J | 4,518 | A | — | Mar 19, 2020 | Series C common stock | 4,518 | 4,518 | D |
| Stock Option (right to buy) - CHUBKF4 | $13.24 | Jul 27, 2016 | J | 2,423 | A | — | May 12, 2022 | Series C common stock | 2,423 | 2,423 | D |
| Stock Option (right to buy) - CHUBKF5 | $13.24 | Jul 27, 2016 | J | 5,769 | A | — | May 12, 2023 | Series C common stock | 5,769 | 5,769 | D |
Explanation of responses
- F1Consists of shares acquired in a pro rata distribution by Liberty Interactive Corporation ("Liberty") on July 22, 2016 in connection with the spin-off of the Issuer (formerly a wholly owned subsidiary of Liberty) from Liberty (the "spin-off").
- F2This stock option was granted as a result of the adjustments described in this footnote. In connection with the completion of the spin-off, all option awards held by the reporting person with respect to Liberty's Liberty Ventures common stock (each, a "Pre-CH Spin Ventures Award") were adjusted pursuant to the anti-dilution provisions of the incentive plan under which the option awards were granted, such that the reporting person received (i) an adjustment to the exercise price and number of shares relating to the Pre-CH Spin Ventures Award and (ii) an option relating to shares of the corresponding series of the Issuer's common stock and an option to purchase shares of the Issuer's Series C common stock. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
- F3The derivative security is fully vested.
- F4One-third was vested as of July 22, 2016, and the remainder vests in equal installments on each of March 4, 2017, and March 4, 2018.
- F5Vests in equal installments on each of December 31, 2019, and December 31, 2020.