0001181431-13-059195.txt : 20131115 0001181431-13-059195.hdr.sgml : 20131115 20131115134951 ACCESSION NUMBER: 0001181431-13-059195 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: Alberga David CENTRAL INDEX KEY: 0001515117 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35187 FILM NUMBER: 131223412 MAIL ADDRESS: STREET 1: 10182 TELESIS COURT, SUITE 100 CITY: SAN DIEGO STATE: CA ZIP: 92121 4 1 rrd394430.xml X0306 4 2013-11-15 1 0001163932 ACTIVE NETWORK INC ACTV 0001515117 Alberga David 10182 TELESIS COURT SAN DIEGO CA 92121 1 0 0 0 Common Stock 2013-11-15 4 U 0 184599 D 0 I Alberga/Cernosia Revocable Declaration of Trust dated Oct. 26th, 2004 Common Stock 2013-10-10 5 G 0 2436 0 D 248641 D Common Stock 2013-11-15 4 U 0 219119 D 29522 D Common Stock 2013-11-15 4 D 0 29522 D 0 D Stock Option (right to buy) 1.96 2013-11-15 4 D 0 289829 12.54 D 2016-11-09 Common Stock 289829 0 I Alberga/Cernosia Revocable Declaration of Trust dated Oct. 26th, 2004 Stock Option (right to buy) 1.96 2013-11-15 4 D 0 355650 12.54 D 2017-09-06 Common Stock 355650 0 D Stock Option (right to buy) 1.96 2013-11-15 4 D 0 100000 12.54 D 2018-02-21 Common Stock 100000 0 D Stock Option (right to buy) 1.96 2013-11-15 4 D 0 158966 12.54 D 2018-08-22 Common Stock 158966 0 D Stock Option (right to buy) 1.96 2013-11-15 4 D 0 101026 12.54 D 2018-11-20 Common Stock 101026 0 D Stock Option (right to buy) 1.96 2013-11-15 4 D 0 20920 12.54 D 2019-01-20 Common Stock 20920 0 D Stock Option (right to buy) 1.96 2013-11-15 4 D 0 100000 12.54 D 2019-04-01 Common Stock 100000 0 D Stock Option (right to buy) 1.96 2013-11-15 4 D 0 48980 12.54 D 2020-03-05 Common Stock 48980 0 D Stock Option (right to buy) 7.88 2013-11-15 4 D 0 12690 6.62 D 2021-03-15 Common Stock 12690 0 D Stock Option (right to buy) 7.88 2013-11-15 4 D 0 297310 6.62 D 2021-03-15 Common Stock 297310 0 I Alberga/Cernosia Revocable Declaration of Trust dated Oct. 26th, 2004 Market Stock Option (right to buy) 13.06 2013-11-15 4 D 0 93587 1.44 D 2022-05-23 Common Stock 93587 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. Alberga is the trustee of The Alberga/Cernosia Revocable Declaration of Trust dated October 26th, 2004 and has voting and dispositive power with respect to these shares. Mr. Alberga disclaims beneficial ownership except to the extent of his pecuniary interest therein. The reporting person gifted 2,436 shares of the Company's common stock on October 10, 2013. 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. 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. /s/ David Alberga 2013-11-15