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
ExactTarget, Inc. [ ET ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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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 | 07/18/2013 | D | 6,250(1) | D | $33.75 | 18,750 | D | |||
Common Stock | 07/18/2013 | D | 18,750 | D | (2) | 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 | ||||||||
Employee Stock Option (right to buy) | $7.7 | 07/18/2013 | D | 237,500 | (3) | 06/19/2021 | Common Stock | 237,500 | $26.05 | 100,000 | D | ||||
Employee Stock Option (right to buy) | $7.7 | 07/18/2013 | D | 100,000 | (4) | 06/19/2021 | Common Stock | 100,000 | (4) | 0 | D | ||||
Employee Stock Option (right to buy) | $15 | 07/18/2013 | D | 29,166 | (5) | 02/28/2022 | Common Stock | 29,166 | $18.75 | 20,834 | D | ||||
Employee Stock Option (right to buy) | $15 | 07/18/2013 | D | 20,834 | (6) | 02/28/2022 | Common Stock | 20,834 | (6) | 0 | D | ||||
Employee Stock Option (right to buy) | $22.1 | 07/18/2013 | D | 16,666 | (7) | 02/26/2023 | Common Stock | 16,666 | $11.65 | 33,334 | D | ||||
Employee Stock Option (right to buy) | $22.1 | 07/18/2013 | D | 33,334 | (8) | 02/26/2023 | Common Stock | 33,334 | (8) | 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 15,700 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 100,000 options would vest and become exercisable on June 20, 2012 and 300,000 options would vest and become exercisable in thirty-six equal monthly installments beginning on July 20, 2012, was cancelled in the merger in exchange for a cash payment of $6,186,875 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 100,000 options would vest and become exercisable on June 20, 2012 and 300,000 options would vest and become exercisable in thirty-six equal monthly installments beginning on July 20, 2012, was assumed by salesforce.com, inc. in the merger and replaced with an option to purchase 83,735 shares of salesforce.com, inc. common stock for $9.20 per share. |
5. This option grant, which provided that 12,500 options would vest and become exercisable on March 1, 2013 and 37,500 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 $546,862.50 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). |
6. This option grant, which provided that 12,500 options would vest and become exercisable on March 1, 2013 and 37,500 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 17,445 shares of salesforce.com, inc. common stock for $17.92 per share. |
7. 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 $194,158.90 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). |
8. 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 27,912 shares of salesforce.com, inc. common stock for $26.40 per share. |
/s/ Brent D. Mosby, attorney-in-fact for Steven A. Collins | 07/29/2013 | |
** 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. |