0001104659-18-035454.txt : 20180523
0001104659-18-035454.hdr.sgml : 20180523
20180523161655
ACCESSION NUMBER: 0001104659-18-035454
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: Poore Francis J
CENTRAL INDEX KEY: 0001680783
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37840
FILM NUMBER: 18855268
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
0001680783
Poore Francis J
COMMERCEHUB, INC.
201 FULLER ROAD, 6TH FLOOR
ALBANY
NY
12203
1
1
0
0
CEO/President
Stock Option (right to buy) - CHUBK
2.65
2018-05-21
4
D
0
763593
D
2021-01-10
Series C common stock
763593
0
D
Stock Option (right to buy) - CHUBK
16.34
2018-05-21
4
D
0
2306155
D
2026-06-28
Series C common stock
2306155
0
D
These stock options were fully vested at the time of the Merger.
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"). 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.
Approximately 46% of these stock options were vested at the time of the Merger, with 48,045 scheduled to vest on May 28, 2018 and each monthly anniversary thereafter through May 28, 2020, and with the final 48,041 vesting on June 27, 2020.
/s/ Douglas Wolfson as Power-of-Attorney for Francis J. Poore
2018-05-23