0001104659-18-035445.txt : 20180523 0001104659-18-035445.hdr.sgml : 20180523 20180523161325 ACCESSION NUMBER: 0001104659-18-035445 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: Wolfson Doug CENTRAL INDEX KEY: 0001680900 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37840 FILM NUMBER: 18855219 BUSINESS ADDRESS: BUSINESS PHONE: 518-810-0777 MAIL ADDRESS: STREET 1: 201 FULLER ROAD, 6TH FLOOR CITY: ALBANY STATE: NY ZIP: 12203 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 0001680900 Wolfson Doug COMMERCEHUB, INC. 201 FULLER ROAD, 6TH FLOOR ALBANY NY 12203 0 1 0 0 General Counsel/Secretary Series C Common Stock 2018-05-21 4 D 0 52132 D 0 D Stock Option (right to buy) - CHUBK 8.22 2018-05-21 4 D 0 10908 D 2024-03-26 Series C common stock 10908 0 D Stock Option (right to buy) - CHUBK 16.34 2018-05-21 4 D 0 189611 D 2026-07-20 Series C common stock 189611 0 D Stock Option (right to buy) - CHUBK 16.30 2018-05-21 4 D 0 48882 D 2027-03-15 Series C common stock 48882 0 D Stock Option (right to buy) - CHUBK 10.74 2018-05-21 4 D 0 16362 D 2025-01-29 Series C common stock 16362 0 D Includes restricted stock units ("RSUs") that were granted in March 2017 and March 2018 with respect to the Issuer's Series C common stock. The RSUs were scheduled to vest in four equal annual installments beginning on the first anniversary of the respective grant dates. Also includes 605 shares acquired under the Issuer's Employee Stock Purchase Plan on March 26, 2018. 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 and each of the reporting person's RSUs 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. 22.22% of this stock option award vested on July 20, 2017. An additional 22.22% of this award was scheduled to vest on each of July 20, 2018 and July 20, 2019, and the final 33.34% of this award was scheduled to vest on January 20, 2021. 25% of the options were vested at the time of the Merger. The remainder of this stock option award was scheduled to vest in three equal installments on each of March 15, 2019, March 15, 2020 and March 15, 2021. Two-thirds of the options were vested at the time of the Merger. The remainder was scheduled to vest on January 29, 2019. /s/ Douglas Wolfson 2018-05-23