| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | TTGT | Common Stock | Disposed to Issuer | -5.52K | -100% | 0 | Dec 2, 2024 | Direct | F1, F2 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | TTGT | Restricted Stock Units | Disposed to Issuer | -1.4K | -100% | 0 | Dec 2, 2024 | Common Stock | 1.4K | Direct | F1, F3, F4 | |||
| transaction | TTGT | Stock Option (Right to Buy) | Disposed to Issuer | -2.5K | -100% | 0 | Dec 2, 2024 | Common Stock | 2.5K | $88.32 | Direct | F1, F5 | ||
| transaction | TTGT | Stock Option (Right to Buy) | Disposed to Issuer | -5K | -100% | 0 | Dec 2, 2024 | Common Stock | 5K | $36.46 | Direct | F1, F5 | ||
| transaction | TTGT | Stock Option (Right to Buy) | Disposed to Issuer | -5K | -100% | 0 | Dec 2, 2024 | Common Stock | 5K | $30.21 | Direct | F1, F6 |
Perfecto Sanchez is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | On December 2, 2024, pursuant to the Agreement and Plan of Merger (the "Transaction Agreement") dated January 10, 2024, by and among TechTarget Holdings Inc. (formerly TechTarget, Inc.) (the "Company"), Toro CombineCo, Inc. ("NewCo"), Toro Acquisition Sub, LLC ("Merger Sub"), Informa PLC, Informa US Holdings Limited ("Informa HoldCo"), and Informa Intrepid Holdings Inc. ("Informa Intrepid"), (i) Informa HoldCo contributed to NewCo all of the issued and outstanding shares of capital stock of Informa Intrepid and $350 million in cash, in exchange for shares of CombineCo's common stock, par value $0.001 per share ("NewCo common stock") and (ii) Merger Sub merged with and into the Company, with the Company surviving the merger and becoming a direct wholly owned subsidiary of NewCo (the "Merger"). |
| F2 | Represents shares of common stock, par value $0.001 per share of the Company ("Company common stock") which, at the effective time of the Merger (the "Effective Time"), were converted into the right to receive (i) one share of NewCo common stock and (ii) $11.70 in cash (the "Transaction Consideration") per share of Company common stock. |
| F3 | Each restricted stock unit represents a contingent right to receive one share of Company common stock upon vesting. |
| F4 | Represents unvested restricted stock units representing the contingent right to receive shares of Company common stock which, under the Transaction Agreement and immediately prior to the Effective Time, vested in full and, at the Effective Time, were cancelled, ceased to exist and converted into the right to receive the applicable portion of Transaction Consideration per share of Company common stock, and applicable withholding taxes. |
| F5 | Represents vested stock options which, under the Transaction Agreement and immediately prior to the Effective Time, were cancelled and terminated for no consideration. |
| F6 | Represents unvested stock options which, under the Transaction Agreement and immediately prior to the Effective Time, vested in full, ceased to exist and were converted into the right to receive the applicable portion of the Transaction Consideration in respect of the shares of Company common stock underlying the options, reduced by the aggregate exercise price of such option and applicable withholding taxes. |