0001615774-16-006239.txt : 20160706 0001615774-16-006239.hdr.sgml : 20160706 20160706173548 ACCESSION NUMBER: 0001615774-16-006239 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160701 FILED AS OF DATE: 20160706 DATE AS OF CHANGE: 20160706 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED ONLINE INC CENTRAL INDEX KEY: 0001142701 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 770575839 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 21255 BURBANK BOULEVARD STREET 2: SUITE 400 CITY: WOODLAND HILLS STATE: CA ZIP: 91367 BUSINESS PHONE: 818-287-3000 MAIL ADDRESS: STREET 1: 21255 BURBANK BOULEVARD STREET 2: SUITE 400 CITY: WOODLAND HILLS STATE: CA ZIP: 91367 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ZINSER EDWARD K CENTRAL INDEX KEY: 0001287012 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-33367 FILM NUMBER: 161754833 MAIL ADDRESS: STREET 1: 201 EAST SANDPOINTE STREET 2: 8TH FLOOR CITY: SANTA ANA STATE: CA ZIP: 92707 4 1 s103564_form4-zinser.xml OWNERSHIP DOCUMENT X0306 4 2016-07-01 0 0001142701 UNITED ONLINE INC UNTD 0001287012 ZINSER EDWARD K C/O UNITED ONLINE, INC. 21255 BURBANK BOULEVARD SUITE 400R WOODLAND HILLS CA 91367 0 1 0 0 EVP & Chief Financial Officer Common Stock 2016-07-01 4 D 0 86018 11.00 D 0 D Stock Option (Right to Buy) 10.46 2016-07-01 4 D 0 150000 0.54 D 2024-07-23 Common Stock 150000 0 D Includes shares subject to restricted stock unit awards that were to be issued as those awards vested. These restricted stock unit awards were cancelled and entitled the Reporting Person to $11.00 per award in cash in connection with the merger described below. In connection with the merger of Unify Merger Sub, Inc. ("Merger Sub"), a wholly-owned subsidiary of B. Riley Financial, Inc. ("BRF") with and into United Online, Inc. ("United") on July 1, 2016 pursuant to the Agreement and Plan of Merger, dated May 4, 2016, by and among BRF, Merger Sub and United, the Reporting Person received $11.00 per share in cash, subject to applicable tax withholding, in exchange for each share of United common stock and each restricted stock unit award reported herein. This option, which provided for vesting of one-third upon the Reporting Person's continuation in service through July 24, 2015 and vesting of the balance in 24 equal monthly installments upon the Reporting Person's completion of each additional month of service thereafter, was canceled in the merger in exchange of a cash payment of $81,000, subject to applicable tax withholding, representing the difference between the exercise price of the option and the per share merger consideration ($11.00 per share). s/ Edward K. Zinser 2016-07-06