SEC Form 4
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*
McCorkle Scott S

(Last) (First) (Middle)
20 NORTH MERIDIAN STREET
SUITE 200

(Street)
INDIANAPOLIS IN 46204

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ExactTarget, Inc. [ ET ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Pres., Technology and Strategy
3. Date of Earliest Transaction (Month/Day/Year)
07/18/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
07/12/2013
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 07/18/2013 D 10,937(1) D $33.75 32,813 D
Common Stock 07/18/2013 D 32,813 D (2) 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Employee Stock Option (right to buy) $4.67 07/18/2013 D 200,000 (3) 01/25/2019 Common Stock 200,000 $29.08 0 D
Employee Stock Option (right to buy) $5.61 07/18/2013 D 150,000 (4) 05/26/2020 Common Stock 150,000 $28.14 0 D
Employee Stock Option (right to buy) $7.7 07/18/2013 D 162,500 (5) 03/23/2021 Common Stock 162,500 $26.05 37,500 D
Employee Stock Option (right to buy) $7.7 07/18/2013 D 37,500 (6) 03/23/2021 Common Stock 37,500 (6) 0 D
Employee Stock Option (right to buy) $15 07/18/2013 D 87,500 (7) 02/28/2022 Common Stock 87,500 $18.75 62,500 D
Employee Stock Option (right to buy) $15 07/18/2013 D 62,500 (8) 02/28/2022 Common Stock 62,500 (8) 0 D
Employee Stock Option (right to buy) $22.1 07/18/2013 D 29,166 (9) 02/26/2023 Common Stock 29,166 $11.65 58,334 D
Employee Stock Option (right to buy) $22.1 07/18/2013 D 58,334 (10) 02/26/2023 Common Stock 58,334 (10) 0 D
Employee Stock Option (right to buy) $5.38 07/18/2013 D 50,000 (11) 08/25/2018 Common Stock 50,000 $28.37 0 D
Employee Stock Option (right to buy) $1.25 07/18/2013 D 86,803 (12) 08/30/2015 Common Stock 86,803 $32.5 0 D
Employee Stock Option (right to buy) $2.76 07/18/2013 D 200,000 (13) 06/20/2017 Common Stock 200,000 $30.99 0 D
Explanation of Responses:
1. Represents restricted stock units disposed of pursuant to a merger agreement between ExactTarget, Inc., salesforce.com, inc. and Excalibur Acquisition Corp.
2. Represents restricted stock units disposed of pursuant to a merger agreement between ExactTarget, Inc., salesforce.com, inc. and Excalibur Acquisition Corp. These restricted stock units, which provided for vesting in four equal annual installments beginning February 26, 2014, were assumed by salesforce.com, inc. in the merger and replaced with 27,475 restricted stock units of salesforce.com, inc. that will vest in three equal annual installments beginning on February 26, 2014.
3. This option grant, which provided that 50,000 options would vest and become exercisable on January 26, 2010 and 150,000 options would vest and become exercisable in thirty-six equal monthly installments beginning on February 26, 2010, was cancelled in the merger in exchange for a cash payment of $5,816,000 representing the difference between the exercise price of the option and the market value of the underlying ExactTarget, Inc. common stock on the effective date of the merger ($33.75 per share).
4. This option grant, which provided that 37,500 options would vest and become exercisable on May 27, 2011 and 112,500 options would vest and become exercisable in thirty-six equal monthly installments beginning on June 27, 2011, was cancelled in the merger in exchange for a cash payment of $4,221,750 representing the difference between the exercise price of the option and the market value of the underlying ExactTarget, Inc. common stock on the effective date of the merger ($33.75 per share).
5. This option grant, which provided that 50,000 options would vest and become exercisable on March 24, 2012 and 150,000 options would vest and become exercisable in thirty-six equal monthly installments beginning on April 24, 2012, was cancelled in the merger in exchange for a cash payment of $4,233,125 representing the difference between the exercise price of the option and the market value of the underlying ExactTarget, Inc. common stock on the effective date of the merger ($33.75 per share).
6. This option grant, which provided that 50,000 options would vest and become exercisable on March 24, 2012 and 150,000 options would vest and become exercisable in thirty-six equal monthly installments beginning on April 24, 2012, was assumed by salesforce.com, inc. in the merger and replaced with an option to purchase 31,400 shares of salesforce.com, inc. common stock for $9.20 per share.
7. This option grant, which provided that 37,500 options would vest and become exercisable on March 1, 2013 and 112,500 options would vest and become exercisable in thirty-six equal monthly installments beginning on April 1, 2013, was cancelled in the merger in exchange for a cash payment of $1,640,625 representing the difference between the exercise price of the option and the market value of the underlying ExactTarget, Inc. common stock on the effective date of the merger ($33.75 per share).
8. This option grant, which provided that 37,500 options would vest and become exercisable on March 1, 2013 and 112,500 options would vest and become exercisable in thirty-six equal monthly installments beginning on April 1, 2013, was assumed by salesforce.com, inc. in the merger and replaced with an option to purchase 52,334 shares of salesforce.com, inc. common stock for $17.92 per share.
9. This option grant, which provided that one-fourth would vest and become exercisable on February 26, 2014 and three-fourths would vest and become exercisable in thirty-six equal monthly installments beginning on March 26, 2014, was cancelled in the merger in exchange for a cash payment of $339,783.90 representing the difference between the exercise price of the option and the market value of the underlying ExactTarget, Inc. common stock on the effective date of the merger ($33.75 per share).
10. This option grant, which provided that one-fourth would vest and become exercisable on February 26, 2014 and three-fourths would vest and become exercisable in thirty-six equal monthly installments beginning on March 26, 2014, was assumed by salesforce.com, inc. in the merger and replaced with an option to purchase 48,845 shares of salesforce.com, inc. common stock for $26.40 per share.
11. This option grant, which provided that 12,500 options would vest and become exercisable on August 26, 2009 and 37,500 options would vest and become exercisable in thirty-six equal monthly installments beginning on September 26, 2009, was cancelled in the merger in exchange for a cash payment of $1,418,500 representing the difference between the exercise price of the option and the market value of the underlying ExactTarget, Inc. common stock on the effective date of the merger ($33.75 per share).
12. This option grant, which was fully vested and exercisable, was cancelled in the merger in exchange for a cash payment of $2,821,097.50 representing the difference between the exercise price of the option and the market value of the underlying ExactTarget, Inc. common stock on the effective date of the merger ($33.75 per share).
13. This option grant, which was fully vested and exercisable, was cancelled in the merger in exchange for a cash payment of $6,198,000 representing the difference between the exercise price of the option and the market value of the underlying ExactTarget, Inc. common stock on the effective date of the merger ($33.75 per share).
/s/ Brent D. Mosby, attorney-in-fact for Scott S. McCorkle 07/29/2013
** Signature of Reporting Person Date
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