SEC Form 4 · accession 0001225208-16-025570
RENTRAK CORP · RENT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David I. Chemerow
Officer — Chief Operating Officer & CFO
Period of report
Jan 29, 2016
Accepted (ET)
Feb 2, 2016 · 8:20 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000800458
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jan 29, 2016 | F | 70,319 | $45.51 | D | 204,271 | D | |
| Common StockF2 | Jan 29, 2016 | D | 204,271 | $0.00 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F3 | $17.22 | Jan 29, 2016 | D | 105,750 | D | — | Oct 1, 2019 | Common Stock | 105,750 | 0 | D |
| Employee Stock Option (Right to Buy)F4 | $13.29 | Jan 29, 2016 | D | 42,000 | D | — | Nov 6, 2021 | Common Stock | 42,000 | 0 | D |
| Stock Option (Right to Buy)F5 | $29.73 | Jan 29, 2016 | D | 240,000 | D | — | Dec 23, 2020 | Common Stock | 240,000 | 0 | D |
Explanation of responses
- F1Shares withheld for payment of taxes on vesting of restricted stock units; not an open market transaction.
- F2Disposed of pursuant to merger agreement among the issuer, comScore, Inc. ("comScore") and Rum Acquisition Corporation in exchange for an aggregate of 234,911 shares of common stock of comScore based on the merger consideration of 1.15 shares of the common stock of comScore for each share of the issuer's common stock.
- F3This option, which provided for vesting in four equal annual installments beginning on October 1, 2010, was assumed by comScore in the merger and replaced with an option to purchase 121,613 shares of comScore common stock for $14.98 per share.
- F4This option, which provided for vesting in three equal annual installments beginning on November 6, 2013, was assumed by comScore in the merger and replaced with an option to purchase 48,300 shares of comScore common stock for $11.56 per share.
- F5This option, which vested with respect to two-thirds of the shares on September 30, 2013 and one-third of the shares on December 31, 2014, was assumed by comScore in the merger and replaced with an option to purchase 276,000 shares of comScore common stock for $25.86 per share.