| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | TTGT | Common Stock | Disposed to Issuer | -54.9K | -100% | 0 | Dec 2, 2024 | Direct | F1, F2, F3 |
| 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 | -15K | -100% | 0 | Dec 2, 2024 | Common Stock | 15K | Direct | F1, F4, F5 | |||
| transaction | TTGT | Restricted Stock Units | Disposed to Issuer | -60K | -100% | 0 | Dec 2, 2024 | Common Stock | 60K | Direct | F1, F4, F5 | |||
| transaction | TTGT | Restricted Stock Units | Disposed to Issuer | -90K | -100% | 0 | Dec 2, 2024 | Common Stock | 90K | Direct | F1, F4, F6 |
Steven Niemiec 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 | Includes 141 shares of Common Stock purchased pursuant to the TechTarget, Inc. 2022 Employee Stock Purchase Plan ("ESPP"), for the purchase period of June 1, 2024 to November 21, 2024. In accordance with the ESPP, these shares were purchased at a price equal to 85% of the closing price of TechTarget's Common Stock on June 3, 2024, the first trading day of the offering period. |
| F4 | Each restricted stock unit represents a contingent right to receive one share of Company common stock upon vesting. |
| F5 | 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. |
| F6 | Represents unvested restricted stock units assumed by NewCo and converted into an award of restricted stock units representing the contingent right to receive shares of NewCo common stock. |