0000914190-15-000069.txt : 20150218 0000914190-15-000069.hdr.sgml : 20150216 20150217103638 ACCESSION NUMBER: 0000914190-15-000069 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150212 FILED AS OF DATE: 20150217 DATE AS OF CHANGE: 20150217 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DIGITAL RIVER INC /DE CENTRAL INDEX KEY: 0001062530 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] IRS NUMBER: 411901640 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 10380 BREN ROAD WEST CITY: MINNETONKA STATE: MN ZIP: 55343 BUSINESS PHONE: 9522531234 MAIL ADDRESS: STREET 1: 10380 BREN ROAD WEST CITY: MINNETONKA STATE: MN ZIP: 55343 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MADISON THOMAS F CENTRAL INDEX KEY: 0001185831 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24643 FILM NUMBER: 15619045 MAIL ADDRESS: STREET 1: 200 SOUTH 5TH STREET STREET 2: SUITE 2100 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2015-02-12 1 0001062530 DIGITAL RIVER INC /DE DRIV 0001185831 MADISON THOMAS F C/O DIGITAL RIVER INC. 10380 BREN ROAD WEST MINNETONKA MN 55343-9072 1 0 0 0 Common Stock 2015-02-12 4 U 0 75974 26.00 D 0 D Common Stock 2015-02-12 4 U 0 2892 26.00 D 0 I by Thomas F. Madison Profit Sharing Plan Common Stock 2015-02-12 4 U 0 1005 26.00 D 0 I by A. Gatzlaff Trust Common Stock 2015-02-12 4 U 0 1000 26.00 D 0 I by C. Madison Trust Common Stock 2015-02-12 4 U 0 1005 26.00 D 0 I by E. Madison Trust Common Stock 2015-02-12 4 U 0 1700 26.00 D 0 I by J. Gatzlaff Trust Common Stock 2015-02-12 4 U 0 1000 26.00 D 0 I by L. Madison Trust Common Stock 2015-02-12 4 U 0 1505 26.00 D 0 I by M. Madison Trust Common Stock 2015-02-12 4 U 0 1005 26.00 D 0 I by S. Madison Trust Common Stock 2015-02-12 4 U 0 1005 26.00 D 0 I by T. Madison Trust Common Stock 2015-02-12 4 U 0 1005 26.00 D 0 I by J. Madison Trust Pursuant to the Agreement and Plan of Merger, dated October 23, 2014, by any among Danube Private Holdings II, LLC, Danube Private Acquisition Corp. and Digital River, Inc. ("DRIV") (the "Merger Agreement"), immediately prior to the effective time of the merger, each share of common stock of DRIV issued and outstanding and each share of outstanding unvested restricted stock was cancelled and was converted into the right to receive the per share merger consideration ($26.00 per share). Each performance share award that is outstanding and vested immediately prior to the effective time of the merger was cancelled and was converted into the right to receive the per share merger consideration. These securities are held in a trust for the benefit of the reporting person's grandchildren. The reporting person disclaims beneficial ownership of these securities, and the filing of this report should not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. /s/ Kevin L. Crudden as Attorney-in-Fact for Thomas F. Madison pursuant to Power of Attorney previously filed. 2015-02-17