| 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
VERTICALNET INC [ VERT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/25/2008 | ||||||||||||||||||||||||||
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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 | 01/25/2008 | 01/25/2008 | D(1) | 4,679 | D | $2.56 | 0 | D | ||
| Preferred Stock | 01/25/2008 | 01/25/2008 | D(2) | 200,000 | D | $0.2688 | 0 | D | ||
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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 | ||||||||
| Common Stock Option | $20,055.5 | 01/25/2008 | 01/25/2008 | D(3) | 25 | 07/06/2001 | 07/06/2010 | Common Stock | 25 | $2.56 | 0 | D | |||
| Common Stock Option | $1,086.4 | 01/25/2008 | 01/25/2008 | D(3) | 1 | 03/16/2002 | 03/16/2011 | Common Stock | 1 | $2.56 | 0 | D | |||
| Common Stock Option | $56 | 01/25/2008 | 01/25/2008 | D(3) | 1,462 | 06/23/2004 | 06/23/2013 | Common Stock | 1,462 | $2.56 | 0 | D | |||
| Common Stock Option | $167.44 | 01/25/2008 | 01/25/2008 | D(3) | 1,366 | 02/10/2005 | 02/10/2014 | Common Stock | 1,366 | $2.56 | 0 | D | |||
| Common Stock Option | $44.8 | 01/25/2008 | 01/25/2008 | D(3) | 1,340 | 04/29/2004 | 04/29/2013 | Common Stock | 1,340 | $2.56 | 0 | D | |||
| Common Stock Option | $77.28 | 01/25/2008 | 01/25/2008 | D(3) | 1,228 | 03/02/2006 | 03/02/2015 | Common Stock | 1,228 | $2.56 | 0 | D | |||
| Common Stock Option | $24.08 | 01/25/2008 | 01/25/2008 | D(3) | 1,228 | 11/10/2006 | 11/10/2015 | Common Stock | 1,228 | $2.56 | 0 | D | |||
| Common Stock Option | $61.6 | 01/25/2008 | 01/25/2008 | D(3) | 1,786 | 09/03/2003 | 09/03/2012 | Common Stock | 1,786 | $2.56 | 0 | D | |||
| Common Stock Option | $67.2 | 01/25/2008 | 01/25/2008 | D(3) | 680 | 02/10/2005 | 02/10/2014 | Common Stock | 680 | $2.56 | 0 | D | |||
| Common Stock Option | $1,086.4 | 01/25/2008 | 01/25/2008 | D(3) | 536 | 03/16/2002 | 03/16/2011 | Common Stock | 536 | $2.56 | 0 | D | |||
| Common Stock Option | $26.32 | 01/25/2008 | 01/25/2008 | D(3) | 530 | 10/28/2004 | 10/28/2013 | Common Stock | 530 | $2.56 | 0 | D | |||
| Common Stock Option | $28.56 | 01/25/2008 | 01/25/2008 | D(3) | 493 | 09/04/2004 | 09/04/2013 | Common Stock | 493 | $2.56 | 0 | D | |||
| Common Stock Option | $20,055 | 01/25/2008 | 01/25/2008 | D(3) | 511 | 07/06/2001 | 07/06/2010 | Common Stock | 511 | $2.56 | 0 | D | |||
| Common Stock Option | $17.92 | 01/25/2008 | 01/25/2008 | D(3) | 461 | 04/29/2004 | 04/26/2013 | Common Stock | 461 | $2.56 | 0 | D | |||
| Common Stock Option | $33.6 | 01/25/2008 | 01/25/2008 | D(3) | 320 | 06/23/2004 | 06/23/2013 | Common Stock | 320 | $2.56 | 0 | D | |||
| Restricted Stock Units | $0.56 | 01/25/2008 | 01/25/2008 | D(4) | 2,210 | 03/01/2007 | 03/01/2016 | Common Stock | 2,210 | $2.56 | 0 | D | |||
| Restricted Stock Units | $0.56 | 01/25/2008 | 01/25/2008 | D(4) | 614 | 05/05/2006 | 05/05/2015 | Common Stock | 614 | $2.56 | 0 | D | |||
| Restricted Stock Units | $0.56 | 01/25/2008 | 01/25/2008 | D(4) | 614 | 09/08/2006 | 09/08/2015 | Common Stock | 614 | $2.56 | 0 | D | |||
| Explanation of Responses: |
| 1. These securities were disposed of on January 25, 2008, by BravoSolution U.S.A., Inc., a Pennsylvania corporation ("MergerSub"), and a wholly-owned subsidiary of BravoSolution S.p.A., a corporation organized under the laws of Italy ("Parent"), through a merger (the "Merger") with and into the Issuer, under an Agreement and Plan of Merger, dated October 25, 2007, among Parent, MergerSub and the Issuer (the "Merger Agreement"). Under the terms of the Merger Agreement, the Issuer's shareholders, including the reporting person, are receiving $2.56 in cash for each share of the Issuer's common stock held prior to the Merger. Following the Merger, the Issuer became a wholly-owned subsidiary of Parent. |
| 2. These securities were disposed of on January 25, 2008, by BravoSolution U.S.A., Inc., a Pennsylvania corporation ("MergerSub"), and a wholly-owned subsidiary of BravoSolution S.p.A., a corporation organized under the laws of Italy ("Parent"), through a merger (the "Merger") with and into the Issuer, under an Agreement and Plan of Merger, dated October 25, 2007, among Parent, MergerSub and the Issuer (the "Merger Agreement"). Under the terms of the Merger Agreement, the holders of the Issuer's Series B Preferred Stock that are members of the Issuer's Board of Directors and management, including the reporting person, are receiving $0.26875 in cash for each share of the Issuer's Series B Preferred Stock held prior to the Merger. Following the Merger, the Issuer became a wholly-owned subsidiary of Parent. |
| 3. Under the terms of the Merger Agreement, each option to acquire shares of the Issuer's common stock outstanding immediately prior to the effective time of the Merger held by the reporting person has been cancelled by the Issuer, and the reporting person is receiving, in lieu thereof, an amount, if any, in cash without interest and less any required withholding tax, equal to the number of shares of the Issuer's common stock subject to the option multiplied by the excess, if any, of $2.56 per share (the amount per share to be received by the Issuer's shareholders in connection with Merger) less the exercise price per share of such option. The exercise price of all outstanding options to purchase shares of the Issuer's common stock, including the options held by the reporting person, exceeds $2.56 per share. Thus, there will be no payments made by the Issuer with respect to such securities. |
| 4. Under the terms of the Merger Agreement, each restricted stock unit of the Issuer outstanding immediately prior to the effective time of the Merger held by the reporting person has been cancelled by the Issuer, and the reporting person is receiving, in lieu thereof, an amount, if any, in cash without interest and less any required withholding tax, equal to the number of shares of the Issuer's common stock subject to the restricted stock unit multiplied by the excess, if any, of $2.56 per share (the amount per share to be received by the Issuer's shareholders in connection with Merger) less the exercise price of such restricted stock unit. |
| Remarks: |
| Christopher G. Kuhn, power of attorney | 01/29/2008 | |
| ** 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. | ||