Greg Strakosch - Dec 2, 2024 Form 4 Insider Report for TechTarget Holdings Inc. (TTGT)

Role: Executive Chairman, Director
Signature: Charles D. Rennick, Attorney-in-Fact
Stock symbol: TTGT
Transactions as of: Dec 2, 2024
Transactions value $: $0
Form type: 4
Date filed: 12/3/2024, 06:00 PM
Previous filing: Aug 13, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TTGT	Common Stock	Disposed to Issuer		-291K	-100%		0	Dec 2, 2024	Direct	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

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, F3, F4
transaction	TTGT	Restricted Stock Units	Disposed to Issuer		-10K	-100%		0	Dec 2, 2024	Common Stock	10K		Direct	F1, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Greg Strakosch is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

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.