0001181431-13-059194.txt : 20131115 0001181431-13-059194.hdr.sgml : 20131115 20131115134831 ACCESSION NUMBER: 0001181431-13-059194 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: Triplett Dennis CENTRAL INDEX KEY: 0001548964 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35187 FILM NUMBER: 131223407 MAIL ADDRESS: STREET 1: 10182 TELESIS COURT STREET 2: SUITE 100 CITY: SAN DIEGO STATE: CA ZIP: 92121 4 1 rrd394735.xml X0306 4 2013-11-15 1 0001163932 ACTIVE NETWORK INC ACTV 0001548964 Triplett Dennis 10182 TELESIS COURT SAN DIEGO CA 92121 0 1 0 0 SVP, Operations Common Stock 2013-11-15 4 U 0 23406 D 27750 D Common Stock 2013-11-15 4 D 0 27750 D 0 D Common Stock 2013-11-15 4 A 0 51000 A 51000 D Common Stock 2013-11-15 4 D 0 51000 D 0 D Stock Option (right to buy) 1.96 2013-11-15 4 D 0 836 12.54 D 2018-08-28 Common Stock 836 0 D Stock Option (right to buy) 3.84 2013-11-15 4 D 0 24799 10.66 D 2020-09-01 Common Stock 24799 0 D Stock Option (right to buy) 7.88 2013-11-15 4 D 0 100000 6.62 D 2021-03-15 Common Stock 100000 0 D Market Stock Option (right to buy) 13.06 2013-11-15 4 D 0 30000 1.44 D 2022-05-23 Common Stock 30000 0 D Market Stock Units 0 2013-11-15 4 D 0 40000 14.50 D Common Stock 40000 0 D Market Stock Units 0 2013-11-15 4 D 0 24000 14.50 D Common Stock 24000 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. 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. On May 23, 2012 and August 28, 2012, the reporting person received performance stock unit awards (the "PSUs") to vest only upon satisfaction of certain corporate performance criteria. In connection with the merger, the PSUs were settled for the maximum number of shares. Per the terms of the Merger Agreement, each PSU 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. In connection with the merger, the market stock options were 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 market stock option. Per the terms of the Merger Agreement, these market stock units that were outstanding as of the Effective Time (as defined in the Merger Agreement), were settled for the maximum number of shares. Each market stock unit was cancelled and converted into the right to receive cash in an amount equal to $14.50 per share. /s/ David Eisler, Attorney-in-fact 2013-11-15