0001179110-17-010849.txt : 20170801 0001179110-17-010849.hdr.sgml : 20170801 20170801145955 ACCESSION NUMBER: 0001179110-17-010849 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170727 FILED AS OF DATE: 20170801 DATE AS OF CHANGE: 20170801 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Naidu Taryn Jogi CENTRAL INDEX KEY: 0001519257 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36262 FILM NUMBER: 17996364 MAIL ADDRESS: STREET 1: C/O DEMAND MEDIA, INC. STREET 2: 1299 OCEAN AVENUE, FIFTH FLOOR CITY: SANTA MONICA STATE: CA ZIP: 90401 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: RIGHTSIDE GROUP, LTD. CENTRAL INDEX KEY: 0001589094 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 320415537 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5808 LAKE WASHINGTON BLVD., NE, STE. 300 CITY: KIRKLAND STATE: WA ZIP: 98033 BUSINESS PHONE: 425-298-2500 MAIL ADDRESS: STREET 1: 5808 LAKE WASHINGTON BLVD., NE, STE. 300 CITY: KIRKLAND STATE: WA ZIP: 98033 4 1 edgar.xml FORM 4 - X0306 4 2017-07-27 1 0001589094 RIGHTSIDE GROUP, LTD. NAME 0001519257 Naidu Taryn Jogi 5808 LAKE WASHINGTON BLVD. NE SUITE 300 KIRKLAND WA 98033 1 1 0 0 Chief Executive Officer Common Stock 2017-07-27 4 U 0 428384 10.60 D 0 D Stock Option (right to buy) 8.43 2017-07-28 4 D 0 7627 D 2011-10-24 2017-10-26 Common Stock 7627 0 D Stock Option (right to buy) 9.36 2017-07-28 4 D 0 5084 D 2013-03-24 2019-03-24 Common Stock 5084 0 D Stock Option (right to buy) 8.77 2017-07-28 4 D 0 181727 D 2026-04-12 Common Stock 181727 0 D Stock Option (right to buy) 8.48 2017-07-28 4 D 0 187942 D 2027-03-06 Common Stock 187942 0 D Pursuant to the Agreement and Plan of Merger dated June 13, 2017 by and among Donuts Inc., DTS Sub Inc. and the Issuer (the "Merger Agreement"), (i) each share of common stock was tendered for $10.60 in cash (less applicable tax withholding), and (ii) upon the closing of the merger on July 28, 2017, each outstanding restricted stock unit ("RSU") was exchanged for the right to receive $10.60 in cash (less applicable tax withholding), subject to the same vesting schedule and other terms and conditions that applied to the original RSU award, including any acceleration provisions set forth in any written employment agreement. Pursuant to the terms of the Merger Agreement, all outstanding stock options were cancelled. Options with an exercise price per share less than $10.60 received a cash payment (less applicable tax withholdings) equal to, on a per share basis, $10.60 per share less the exercise price per share. Twenty five percent (25%) of the shares subject to the option shall become vested and exercisable on February 15, 2017 and the remainder of the shares subject to the option shall vest and become exercisable in twelve (12) equal installments on each three (3) month anniversary thereafter. Shares subject to the option shall vest and become exercisable in sixteen (16) equal installments with the first vest to occur on May 15, 2017, and subsequent vests to occur on each three (3) month anniversary thereafter. /s/ Elizabeth Y. Lee, Attorney-in-fact 2017-08-01