FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PINNACOR INC [ PCOR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/16/2004 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 01/16/2004 | U | 5,835,624 | D | (4) | 0 | I | See (1) | ||
Common Stock | 01/16/2004 | U | 449,403 | D | (4) | 0 | I | See (2) | ||
Common Stock | 01/16/2004 | U | 905,421 | D | (4) | 0 | I | See (3) | ||
Common Stock | 01/16/2004 | U | 5,000 | D | (5) | 0 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. By General Atlantic Partners 69, L.P. ("GAP 69"). General Atlantic Partners, LLC ("GAP LLC") is the general partner of GAP 69. Mr. Hodgson is a managing member of GAP LLC. |
2. By GapStar, LLC ("GapStar"). GAP LLC is also the sole member of GapStar. |
3. By GAP Coinvestment Partners II, L.P. ("GAPCO II"). The managing members of GAP LLC (other than three of its managing members) are also the general partners of GAPCO II. Mr. Hodgson is a general partner of GAPCO II. |
4. Disposed of as a result of the consummation of the Agreement and Plan of Merger, dated July 22, 2003 (the "Merger Agreement"), among Pinnacor, Inc. (the "Company"), NMP, Inc. ("Holdco"), MarketWatch.com, Inc. and the other parties thereto. Pursuant to the Merger Agreement, stockholders of the Company were entitled to elect to receive, for each share of common stock of the Company, either $2.42 in cash, 0.2659 shares of common stock of the new MarketWatch.com, Inc. (the successor to Holdco) ("MarketWatch") or a combination of both. The final allocation of the consideration issued pursuant to the Merger Agreement has not been determined, but each of GAP 69, GapStar and GAPCO II elected to receive shares of common stock of MarketWatch and anticipates receiving 1,551,692 shares, 119,496 shares and 250,751 shares, respectively, having a market value of $9.87 per share, which is the closing price per share MarketWatch on January 16, 2004, the effective date of the merger. |
5. Disposed of as a result of the consummation of the Merger Agreement. Mr. Hodgson elected to receive shares of common stock of MarketWatch and anticipates receiving 1,329 shares having a market value of $9.87 per share, which is the closing price per share MarketWatch on January 16, 2004, the effective date of the merger. |
Remarks: |
David C. Hodgson | 01/20/2004 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |