0000899243-20-027307.txt : 20201005 0000899243-20-027307.hdr.sgml : 20201005 20201005170812 ACCESSION NUMBER: 0000899243-20-027307 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201001 FILED AS OF DATE: 20201005 DATE AS OF CHANGE: 20201005 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pearson Donald W CENTRAL INDEX KEY: 0001435766 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-52170 FILM NUMBER: 201224399 MAIL ADDRESS: STREET 1: 425 N. MARTINGALE ROAD STREET 2: SUITE 2050 CITY: SCHAUMBURG STATE: IL ZIP: 60173-2213 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: INNERWORKINGS INC CENTRAL INDEX KEY: 0001350381 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 205997364 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 203 NORTH LASALLE STREET 2: SUITE 1800 CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: 312-642-3700 MAIL ADDRESS: STREET 1: 203 NORTH LASALLE STREET 2: SUITE 1800 CITY: CHICAGO STATE: IL ZIP: 60601 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-10-01 1 0001350381 INNERWORKINGS INC INWK 0001435766 Pearson Donald W 203 NORTH LASALLE ST. SUITE 1800 CHICAGO IL 60601 0 1 0 0 Executive VP and CFO Common Stock 2020-10-01 4 D 0 9495 D 0 D Common Stock (Restricted Stock Units) 2020-10-01 4 D 0 164114 D 0 D Common Stock (Restricted Stock Units) 2020-10-01 4 D 0 39823 D 0 D Common Stock (Restricted Stock Units) 2020-10-01 4 D 0 75920 D 0 D Restricted Stock Units 2020-10-01 4 D 0 129017 D Common Stock 129017 0 D Stock Appreciation Rights 3.39 2020-10-01 4 D 0 79646 D 2029-06-03 Common Stock 79646 0 D Pursuant to an Agreement and Plan of Merger, dated July 15, 2020 (the "Merger Agreement"), by and among HH Global Group Limited, a company registered in England and Wales ("Parent"), HH Finance Group Limited, a company registered in England and Wales, Project Idaho Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub") and InnerWorkings, Inc., a Delaware corporation (the "Registrant"), effective as of the effective time (the "Effective Time") of the merger of Merger Sub with and into the Registrant (the "Merger"), these shares of the Registrant's common stock were canceled and converted into the right to receive $3.00 in cash per share (the "Merger Consideration"). Pursuant to the terms of the Merger Agreement, in each case at the Effective Time, these restricted stock units were automatically fully vested and cancelled and, in exchange therefor, the reporting person became entitled to the right to receive an amount in cash equal to the product of (i) the number of shares subject to such restricted stock unit award multiplied by (ii) the Merger Consideration, reduced by the amount of any withholding taxes. Restricted stock units granted on January 10, 2019 that were to vest on January 10, 2022. Restricted stock units granted on June 3, 2019 that were to vest in four equal installments beginning on June 3, 2020. Restricted stock units granted on March 2, 2020 that were to vest as follows: (i) 25% on March 2, 2021; (ii) 25% on March 2, 2022; and (iii) 50% on March 2, 2023. Represents performance-based restricted stock units previously granted to the reporting person on June 3, 2019 and March 2, 2020 (and not previously reported). Pursuant to the terms of the Merger Agreement, in each case at the Effective Time, these performance-based restricted stock units were automatically fully vested and cancelled and, in exchange therefor, the reporting person became entitled to the right to receive a payment in cash of an amount equal to the product of (y) the Merger Consideration multiplied by (z) the number of Shares earned or deemed earned with respect to such award of performance based restricted stock units (with any performance conditions applicable to such award deemed to be achieved at the greater of (1) actual performance achieved as of the day immediately prior to the Effective Date and (2) the target level of performance, which in this case was at the target level of performance), reduced by the amount of any withholding taxes. Pursuant to the terms of the Merger Agreement, in each case at the Effective Time, these stock appreciation rights were automatically fully vested and cancelled and, in exchange therefor, the reporting person became entitled to the right to receive an amount in cash equal to the product of (i) the total number of shares subject to such stock appreciation right multiplied by (ii) the excess, if any, of (A) the Merger Consideration over (B) the grant price per share of such stock appreciation right, reduced by the amount of any withholding taxes. Stock appreciation rights in respect of 79,646 shares granted on June 3, 2019 that were to vest in four equal installments beginning on June 3, 2020. /s/ Oren B. Azar, by Attorney-in-Fact 2020-10-05