0001104659-18-035434.txt : 20180523
0001104659-18-035434.hdr.sgml : 20180523
20180523160326
ACCESSION NUMBER: 0001104659-18-035434
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180521
FILED AS OF DATE: 20180523
DATE AS OF CHANGE: 20180523
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Hollingsworth Chad
CENTRAL INDEX KEY: 0001634652
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37840
FILM NUMBER: 18855126
MAIL ADDRESS:
STREET 1: 6262 SUNSET DRIVE
CITY: MIAMI
STATE: FL
ZIP: 33143
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: CommerceHub, Inc.
CENTRAL INDEX KEY: 0001665658
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
IRS NUMBER: 811001640
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 201 FULLER ROAD, 6TH FLOOR
CITY: ALBANY
STATE: NY
ZIP: 12203
BUSINESS PHONE: 518-810-0700
MAIL ADDRESS:
STREET 1: 201 FULLER ROAD, 6TH FLOOR
CITY: ALBANY
STATE: NY
ZIP: 12203
4
1
a4.xml
4
X0306
4
2018-05-21
1
0001665658
CommerceHub, Inc.
CHUBA
0001634652
Hollingsworth Chad
COMMERCEHUB, INC.
201 FULLER ROAD, 6TH FLOOR
ALBANY
NY
12203
1
0
0
0
Series A Common Stock
2018-05-21
4
D
0
908
D
0
D
Series C Common Stock
2018-05-21
4
D
0
21116
D
0
D
Stock Option (right to buy) - CHUBA
6.97
2018-05-21
4
D
0
736
D
2021-12-15
Series A common stock
736
0
D
Stock Option (right to buy) - CHUBK
13.24
2018-05-21
4
D
0
197
D
2022-05-12
Series C common stock
197
0
D
Stock Option (right to buy) - CHUBA
4.64
2018-05-21
4
D
0
517
D
2021-12-15
Series A common stock
517
0
D
Stock Option (right to buy) - CHUBK
4.62
2018-05-21
4
D
0
1035
D
2021-12-15
Series C common stock
1035
0
D
Stock Option (right to buy) - CHUBA
13.29
2018-05-21
4
D
0
99
D
2022-05-12
Series A common stock
99
0
D
Stock Option (right to buy) - CHUBA
13.29
2018-05-21
4
D
0
1785
D
2023-05-12
Series A common stock
1785
0
D
Stock Option (right to buy) - CHUBK
13.24
2018-05-21
4
D
0
3557
D
2023-05-12
Series C common stock
3557
0
D
Stock Option (right to buy) - CHUBK
6.94
2018-05-21
4
D
0
1472
D
2021-12-15
Series C common stock
1472
0
D
Includes 124 restricted shares of the Issuer's Series A common stock received by the reporting person in a pro rata distribution by Liberty Interactive Corporation (now known as Qurate Retail, Inc., "Liberty") on July 22, 2016, in connection with the spin-off of the Issuer (formerly a wholly-owned subsidiary of Liberty) from Liberty (the "spin-off") and that were scheduled to vest 100% in 2019.
Pursuant to the Agreement and Plan of Merger, dated as of March 5, 2018 (the "Merger Agreement"), by and among the Issuer, Great Dane Parent, LLC ("Great Dane Parent"), and Great Dane Merger Sub, Inc. ("Merger Sub"), a direct, wholly owned subsidiary of Great Dane Parent, on May 21, 2018, Merger Sub was merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Great Dane Parent (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of the Issuer's common stock was converted into the right to receive $22.75 in cash.
Includes restricted stock units ("RSUs") with respect to the Issuer's Series C common stock. The reporting person's RSUs were scheduled to vest upon the earlier of (i) June 16, 2018 or (ii) the date of the Issuer's 2018 annual meeting of stockholders. Also includes 250 restricted shares of the Issuer's Series C common stock received by the reporting person in the spin-off and that were scheduled to vest 100% in 2019. Pursuant to the Merger Agreement, at the effective time of the Merger, each of the reporting person's RSUs and restricted shares was converted into the right to receive $22.75 in cash.
These stock options were fully vested at the time of the Merger.
These stock options were canceled in the Merger in exchange for a cash payment based on the number of stock options canceled multiplied by the difference between the exercise price of the option and $22.75.
These stock options were scheduled to vest in equal installments on each of December 31, 2019 and December 31, 2020.
/s/ Douglas Wolfson as Power-of-Attorney for Chad Hollingsworth
2018-05-23