0001181431-13-059191.txt : 20131115 0001181431-13-059191.hdr.sgml : 20131115 20131115134446 ACCESSION NUMBER: 0001181431-13-059191 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20131115 FILED AS OF DATE: 20131115 DATE AS OF CHANGE: 20131115 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ACTIVE NETWORK INC CENTRAL INDEX KEY: 0001163932 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 330884962 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 10182 TELESIS COURT STREET 2: SUITE 300 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858-964-3800 MAIL ADDRESS: STREET 1: 10182 TELESIS COURT STREET 2: STE 300 CITY: SAN DIEGO STATE: CA ZIP: 92121 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Belmonte Jon CENTRAL INDEX KEY: 0001515052 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35187 FILM NUMBER: 131223392 MAIL ADDRESS: STREET 1: 10182 TELESIS COURT, SUITE 100 CITY: SAN DIEGO STATE: CA ZIP: 92121 4 1 rrd394565.xml X0306 4 2013-11-15 1 0001163932 ACTIVE NETWORK INC ACTV 0001515052 Belmonte Jon 10182 TELESIS COURT SAN DIEGO CA 92121 0 1 0 0 Interim CEO Common Stock 2013-11-15 4 U 0 21875 D 0 I The Belmonte Trust Common Stock 2013-11-15 4 U 0 74195 D 33500 D Common Stock 2013-11-15 4 D 0 33500 D 0 D Stock Option (right to buy) 5.03 2013-11-15 4 D 0 100000 9.47 D 2023-04-30 Common Stock 100000 0 D Per the terms of the Agreement and Plan of Merger dated September 28, 2013, by and among Athlaction Holdings, LLC, Athlaction Merger Sub, Inc. and The Active Network, Inc. (the "Merger Agreement"), each share of The Active Network, Inc. (the "Company") common stock was converted into the right to receive cash in an amount equal to $14.50 per share. Mr. Belmonte is the trustee of The Belmonte Trust and has voting and dispositive power with respect to these shares. Mr. Belmonte disclaims beneficial ownership except to the extent of his pecuniary interest therein. Represents restricted stock units previously reported under Table I. Per the terms of the Merger Agreement, each restricted stock unit granted that was outstanding as of the Effective Time (as defined in the Merger Agreement), was cancelled and converted into the right to receive cash in an amount equal to $14.50 per share. Per the terms of the Merger Agreement, each stock option that was outstanding and unexercised as of the Effective Time, whether or not vested, was cancelled and converted into the right to receive cash in an amount equal to (i) the total number of shares subject to each such option immediately prior to the Effective Time (without regard to vesting) multiplied by (ii) the excess, if any, of (x) $14.50 over (y) the exercise price payable per share under each such stock option. /s/ David Eisler, Attorney-in-fact 2013-11-15