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