SEC Form 4/A · accession 0001437749-19-003267
TUCOWS INC /PA/ · TCX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Brad Burnham
Director
Period of report
Sep 4, 2018
Accepted (ET)
Feb 25, 2019 · 3:24 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000909494
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | holding | — | — | — | 26,112 | D | ||
| Common StockF1 | holding | — | — | — | 327,870 | I | See Footnote |
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)F2 | $57.95 | Sep 4, 2018 | A | 3,750 | A | Sep 3, 2019 | Sep 3, 2023 | Common Stock | 3,750 | 3,750 | D |
Explanation of responses
- F1USV Opportunity Investors 2014, L.P. ("USV Opportunity 2014") is the holder of these shares. USV Opportunity 2014 GP, LLC ("USV Opportunity 2014 GP ") is the general partner of USV Opportunity 2014 and, as such, has the power to vote and dispose of the shares held by USV Opportunity 2014. Mr. Burhham is a manager of USV Opportunity 2014 GP and, as such, may be deemed to share voting and dispositive power over the shares held by USV Opportunity 2014. Mr. Burnham disclaims beneficial ownership of the shares owned by USV Opportunity 2014 except to the extent of his pecuniary interest therein.
- F2In December 1, 2017, Mr. Burnham, who is also a member of Union Square Ventures, LLC ("USV LLC"), entered into a fee compensation agreement with USV LLC, under which Mr. Burnham agreed to hold the Issuer's stock option grants to him in his individual capacity, and upon the exercise of such options, Mr. Burnham will transfer to USV LLC the shares acquired in the option exercise or, with the consent of USV LLC, a cash payment equal to the fair market value of such shares. In connection with such option exercise and transfer, USV LLC will extend to Mr. Burnham an interest-free loan in an amount equal to the exercise price of the option, and any transfer of acquired shares or cash payment will, to the extent not in excess of the amount of the loan (if any), first be deemed as repayment of the loan.