0001179110-14-017859.txt : 20141210 0001179110-14-017859.hdr.sgml : 20141210 20141210143909 ACCESSION NUMBER: 0001179110-14-017859 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20141210 FILED AS OF DATE: 20141210 DATE AS OF CHANGE: 20141210 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CONVERSANT, INC. CENTRAL INDEX KEY: 0001080034 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 770495335 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 7500 DALLAS PARKWAY, SUITE 700 CITY: PLANO STATE: TX ZIP: 75024 BUSINESS PHONE: 2144943000 MAIL ADDRESS: STREET 1: 7500 DALLAS PARKWAY, SUITE 700 CITY: PLANO STATE: TX ZIP: 75024 FORMER COMPANY: FORMER CONFORMED NAME: VALUECLICK INC/CA DATE OF NAME CHANGE: 19991005 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Smith Brian A. CENTRAL INDEX KEY: 0001584114 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31357 FILM NUMBER: 141277736 MAIL ADDRESS: STREET 1: 30699 RUSSELL RANCH ROAD STREET 2: STE. 250 CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91362 4 1 edgar.xml FORM 4 - X0306 4 2014-12-10 0 0001080034 CONVERSANT, INC. CNVR 0001584114 Smith Brian A. 30699 RUSSELL RANCH RD STE. 250 WESTLAKE VILLAGE CA 91362 1 0 0 0 Common Stock, par value $0.001 per share 2014-12-10 4 D 0 17573 D 0 D The shares were disposed of in the acquisition of the Issuer (the "Merger") by Alliance Data Systems Corporation ("Alliance Data") under the Agreement and Plan of Merger, dated September 11, 2014, by and among Alliance Data, the Issuer and Amber Sub LLC (the "Merger Agreement"). The amount of securities disposed of includes 13,073 shares of restricted stock held by the Reporting Party, 13,073 of which fully vested immediately prior to the consummation of the Merger and were disposed of in the Merger in exchange for the right to receive the Merger Consideration (as defined below and less applicable tax withholding) and 0 of which remain subject to vesting and forfeiture conditions and were converted into restricted stock of Alliance Data pursuant to the terms and conditions of the Merger Agreement. Pursuant to the Merger Agreement, stockholders of the Issuer received, for each share of Common Stock held by such stockholder immediately prior to the Merger, and at such stockholder's election, either (i) a combination of 0.07037 of a share, par value $0.01 per share, of Alliance Data common stock and an amount in cash equal to $15.14, (ii) 0.124014 of a share of Alliance Data common stock (the "Per Share Stock Election Consideration"), or (iii) $35.00 in cash, subject to proration and the other terms and conditions of the Merger Agreement (the "Merger Consideration"). /s/ Brian A. Smith by Lisa M Mitchell as attorney-in-fact pursuant to Power of Attorney 2014-12-10