SEC FORM 4

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^*

BAER RICHARD N

(Last)

(First)

(Middle)

COMMERCEHUB, INC.

201 FULLER ROAD, 6TH FLOOR

(Street)

ALBANY

12203

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CommerceHub, Inc. [ CHUBA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/22/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A common stock	07/22/2016		J⁽¹⁾	V	1,097	A	$0.0000	1,097	D
Series C common stock	07/22/2016		J⁽¹⁾	V	2,194	A	$0.0000	2,194	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy) - CHUBA	$11.76	07/27/2016		J⁽²⁾	V	10,330		⁽³⁾	12/31/2023	Series A common stock	10,330	$0.0000	10,330	D
Stock Option (right to buy) - CHUBA	$7.17	07/27/2016		J⁽²⁾	V	3,365		12/31/2016	11/08/2022	Series A common stock	3,365	$0.0000	3,365	D
Stock Option (right to buy) - CHUBA	$4.49	07/27/2016		J⁽²⁾	V	2,627		12/31/2016	11/08/2022	Series A common stock	2,627	$0.0000	2,627	D
Stock Option (right to buy) - CHUBK	$11.72	07/27/2016		J⁽²⁾	V	20,736		⁽³⁾	12/31/2023	Series C common stock	20,736	$0.0000	20,736	D
Stock Option (right to buy) - CHUBK	$7.15	07/27/2016		J⁽²⁾	V	6,738		12/31/2016	11/08/2022	Series C common stock	6,738	$0.0000	6,738	D
Stock Option (right to buy) - CHUBK	$4.47	07/27/2016		J⁽²⁾	V	5,253		12/31/2016	11/08/2022	Series C common stock	5,253	$0.0000	5,253	D

Explanation of Responses:

1. Consists of shares acquired in a pro rata distribution by Liberty Interactive Corporation ("Liberty") on July 22, 2016 in connection with the spin-off of the Issuer (formerly a wholly owned subsidiary of Liberty) from Liberty (the "spin-off").

2. This stock option was granted as a result of the adjustments described in this footnote. In connection with the completion of the spin-off, all option awards held by the reporting person with respect to Liberty's Liberty Ventures common stock (each, a "Pre-CH Spin Ventures Award") were adjusted pursuant to the anti-dilution provisions of the incentive plan under which the option awards were granted, such that the reporting person received (i) an adjustment to the exercise price and number of shares relating to the Pre-CH Spin Ventures Award and (ii) an option relating to shares of the corresponding series of the Issuer's common stock and an option to purchase shares of the Issuer's Series C common stock. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

3. The options vest in two equal installments on December 31, 2019, and on December 31, 2020.

	Douglas Wolfson as Power-of-Attorney for Richard N. Baer	07/29/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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