SEC Form 4 · accession 0001225208-16-025573
RENTRAK CORP · RENT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michelle Spencer
Officer — Sr VP Finance & Dep. CFO
Period of report
Jan 25, 2016
Accepted (ET)
Feb 2, 2016 · 9:25 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 25, 2016 | A | 2,632 | $0.00 | A | 7,153 | D | |
| Common StockF2 | Jan 29, 2016 | D | 1,321 | $0.00 | D | 5,832 | D | |
| Common StockF3 | Jan 29, 2016 | D | 5,832 | $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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF5,F4 | — | Jan 29, 2016 | D | 2,250 | D | — | — | Common Stock | 2,250 | 0 | D |
| Stock Option (Right to Buy)F6 | $20.18 | Jan 29, 2016 | D | 10,000 | D | — | Apr 4, 2022 | Common Stock | 10,000 | 0 | D |
| Stock Option (Right to Buy)F7 | $26.70 | Jan 29, 2016 | D | 6,750 | D | — | Apr 7, 2021 | Common Stock | 6,750 | 0 | D |
| Stock Option (Right to Buy)F8 | $21.93 | Jan 29, 2016 | D | 1,250 | D | — | Jun 7, 2020 | Common Stock | 1,250 | 0 | D |
Explanation of responses
- F1On March 24, 2015, the reporting person was granted restricted stock units for up a maximum of 2,632 shares of common stock subject to the successful achievement of a performance goal. On January 25, 2016, the issuer's Compensation Committee determined that the performance criteria for the grant had been fully achieved. The restricted stock units vest in five equal annual installments beginning on March 24, 2015.
- F2Disposed of pursuant to merger agreement among the issuer, comScore, Inc. ("comScore") and Rum Acquisition Corporation in exchange for an aggregate of 1,519 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.
- F3These shares, which represent restricted stock units, were assumed by comScore in the merger and replaced with restricted stock units for an aggregate of 6,706 shares of comScore common stock.
- F4Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of Rentrak common stock.
- F5These restricted stock units, which provided for vesting in five equal annual installments beginning on October 1, 2014, were assumed by comScore in the merger and replaced with restricted stock units for 2,588 shares of comScore common stock.
- F6This option, which provided for vesting in five equal annual installments beginning on April 4, 2013, was assumed by comScore in the merger and replaced with an option to purchase 11,500 shares of comScore common stock for $17.55 per share.
- F7This option, which provided for vesting in four equal annual installments beginning on April 7, 2012, was assumed by comScore in the merger and replaced with an option to purchase 7,763 shares of comScore common stock for $23.22 per share.
- F8This option, which provided for vesting in four equal annual installments beginning on June 7, 2011, was assumed by comScore in the merger and replaced with an option to purchase 1,438 shares of comScore common stock for $19.07 per share.