| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | NONE | Common Stock | Disposed to Issuer | -400K | -100% | 0 | Aug 9, 2023 | Direct | F1 | ||
| transaction | NONE | Common Stock | Disposed to Issuer | -255K | -100% | 0 | Aug 9, 2023 | Direct | F1, F2 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | NONE | Stock Option (Right to Buy) | Disposed to Issuer | $0 | -400K | -100% | $0.00* | 0 | Aug 9, 2023 | Common Stock | 400K | $0.56 | Direct | F1, F3 |
| transaction | NONE | Stock Option (Right to Buy) | Disposed to Issuer | $0 | -3.2M | -100% | $0.00* | 0 | Aug 9, 2023 | Common Stock | 3.2M | $0.18 | Direct | F1, F4 |
David Russell Smith is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | On August 9, 2023 (the "Closing Date"), WebMD Health Corp, a Delaware corporation ("Buyer"), acquired the Company pursuant to a certain Agreement and Plan of Merger entered into by and among the Company, Buyer and Lotus Merger Sub, Inc. a Washington corporation and wholly owned subsidiary of Buyer ("Merger Sub"), dated as of June 8, 2023 (the "Merger Agreement"). In accordance with the Merger Agreement, the Company merged with and into Merger Sub, with the Company surviving such merger as a wholly owned subsidiary of Buyer (the "Merger"). In accordance with the Merger Agreement, the Company merged with and into Merger Sub, with the Company surviving such merger as a wholly owned subsidiary of Buyer (the "Merger"). At the effective time of the Merger, each issued and outstanding share of the Company's common stock (other than certain excluded shares) automatically converted into the right to receive USD$0.284 in cash (the "Merger Consideration"). |
| F2 | This amount consists of an award of shares of Common Stock that was not included on prior reports. At the effective time of the Merger these shares automatically converted into the right to receive an amount in cash equal to the Merger Consideration. |
| F3 | This option, which was fully vested at the effective time and had an exercise price greater than the Merger Consideration, was cancelled automatically at the effective time for no consideration. |
| F4 | This option, which was unvested at the effective time, was not included on prior reports. This option was cancelled automatically at the effective time and converted into the contingent right to receive an amount in cash equal to the product of (x) the total number of shares subject to the option multiplied by (y) the excess of the Merger Consideration over the exercise price per share of the option, subject to the same terms and conditions as applied to the option prior to the Merger. |
By virtue of the Merger Agreement, the reporting person has ceased being a Section 16 officer of the Company.