SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Hillel Isaac

(Last)

(First)

(Middle)

C/O PITANGO VENTURE CAPITAL

540 COWPER STREET, SUITE 200

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Borderfree, Inc. [ BRDR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/10/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/10/2015		U		187,044	D	$14	0	I	By Pitango Principals Fund III (USA) L.P.⁽¹⁾
Common Stock	06/10/2015		U		554,753	D	$14	0	I	By Pitango Parallel Investor Fund III (USA) L.P.⁽¹⁾
Common Stock	06/10/2015		U		490,677	D	$14	0	I	By Pitango Venture Capital Fund III (USA) Non-Q L.P.⁽¹⁾
Common Stock	06/10/2015		U		5,307,890	D	$14	0	I	By Pitango Venture Capital Fund III (USA) L.P.⁽¹⁾
Common Stock	06/10/2015		U		1,443,298	D	$14	0	I	By Pitango Venture Capital Fund III (Israeli Investors) L.P.⁽¹⁾
Common Stock	06/10/2015		U		374,085	D	$14	0	I	By Pitango Venture Capital Fund III Trusts 2000 Ltd.⁽¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$16	06/10/2015		D			17,944	⁽²⁾	03/20/2024	Common Stock	17,944	$0	0	D

Explanation of Responses:

1. The shares are held directly by Pitango Venture Capital Fund III (USA) L.P., Pitango Venture Capital Fund III (USA) Non-Q L.P., Pitango Venture Capital Fund III (Israeli Investors) L.P., Pitango Venture Capital Fund III Trusts 2000 Ltd., Pitango Principals Fund III (USA) L.P. and Pitango Parallel Investor Fund III (USA) L.P. (the "Pitango Venture Capital Group"). Mr. Hillel is a Managing General Partner of the Pitango Venture Capital Group and may be deemed to be an indirect beneficial owner of the reported securities. Mr. Hillel disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein. This report shall not be deemed to be an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

2. Represents options (the "Options") to purchase the Issuer's common stock that were subject to vesting over time but were cancelled at the effective time of the merger (the "Merger") pursuant to the Agreement and Plan of Merger, dated May 5, 2015, by and among the Company, Pitney Bowes Inc. and BrickBreaker Acquisition Corp., in which outstanding options were exchanged for a cash payment in the amount by which the per share purchase price of $14.00 (the "Merger Consideration") exceeded the exercise price of the option as of the effective time of the Merger. Because the exercise price of such Options exceeded the Merger Consideration, such Options were cancelled without consideration.

Remarks:

	/s/Ari Staiman, Attorney-in-fact	06/10/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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