SEC Form 4 · accession 0001665658-18-000016
CommerceHub, Inc. · CHUBA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
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) - CHUBKF1 | $16.34 | Mar 1, 2018 | A | 18,727 | A | Mar 1, 2018 | May 19, 2026 | Series C Common Stock | 18,727 | 18,727 | D |
Explanation of responses
- F1In connection with the completion of the spin-off and internal restructuring (each as defined in the Remarks section), the award of stock appreciation rights ("SAR") held by the reporting person relating to common stock of CTI (as defined in the Remarks section) was converted into a stock option award relating to shares of the Issuer's Series C common stock pursuant to the anti-dilution provisions of the incentive plan under which the award was granted. The exercise price and number of shares subject to the option award are based on the exercise price and number of shares subject to the original SAR and the exchange ratio used in the internal restructuring to determine the number of shares of the Issuer's Series C common stock to be held by the former minority stockholders of CTI. The vesting of the option award was subject to the Issuer's satisfaction of certain performance criteria, and the performance criteria were met, resulting in the vesting of the option award.
Remarks
On July 22, 2016, Liberty Interactive Corporation ("Liberty") completed the spin-off (the "spin-off") of the Issuer (its former wholly-owned subsidiary), which was effected by the distribution to each holder of Liberty's Liberty Ventures common stock of 0.1 of a share of the corresponding series of the Issuer's common stock and 0.2 of a share of the Issuer's Series C common stock. Immediately following the spin-off and an internal restructuring, the Issuer's business, assets and liabilities consisted of its wholly-owned subsidiary Commerce Technologies, LLC dba CommerceHub, a Delaware limited liability company and the successor-in-interest to Commerce Technologies, Inc., a New York corporation ("CTI"). Prior to the spin-off, Liberty effected an internal restructuring resulting in CTI becoming a wholly-owned subsidiary of the Issuer (the "internal restructuring") and shares of CTI's common stock held by its minority stockholders being exchanged for shares of the Issuer's Series C common stock based on an exchange ratio used for the internal restructuring.