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