Timothy Buckley - Nov 15, 2022 Form 4 Insider Report for CHANNELADVISOR CORP (ECOM)

Role
Director
Signature
/s/ Brian F. Leaf, attorney-in-fact
Stock symbol
ECOM
Transactions as of
Nov 15, 2022
Transactions value $
$0
Form type
4
Date filed
11/15/2022, 04:06 PM
Previous filing
Mar 1, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ECOM Common Stock Disposed to Issuer -97.6K -92.09% 8.38K Nov 15, 2022 Direct F1
transaction ECOM Common Stock Disposed to Issuer -8.38K -100% 0 Nov 15, 2022 Direct F2, F3

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 ECOM Employee Stock Option (right to buy) Disposed to Issuer -6.25K -100% 0 Nov 15, 2022 Common Stock 6.25K $8.80 Direct F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

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

Explanation of Responses:

Id Content
F1 On November 15, 2022, the effective date (the "Effective Date") of the merger between the Issuer, CommerceHub, Inc., a Delaware corporation ("CommerceHub") and CH Merger Sub, Inc., a Delaware corporation ("CH Merger Sub") and a wholly owned subsidiary of CommerceHub pursuant to which CH Merger Sub merged with and into the Issuer with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of CommerceHub (the "Merger"), each share of the Issuer's common stock was cancelled in exchange for $23.10 per share.
F2 The security represents restricted stock units granted to the reporting person. Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer.
F3 On the Effective Date, pursuant to the Merger, these restricted stock units were cancelled in exchange for a cash payment equal to (A) the total number of shares of common stock underlying such restricted stock units, multiplied by (B) $23.10.
F4 This option vested in 4 equal quarterly installments from June 8, 2013 to March 8, 2014.
F5 On the Effective Date, pursuant to the Merger, each outstanding stock option was cancelled in exchange for the right to receive (i) with respect to the vested portion of such stock option, a cash payment equal to the product of (A) the total number of shares of common stock underlying the vested portion of the option, multiplied by (B) the excess, if any, of (1) $23.10 over (2) the per share exercise price for such option, less applicable tax withholdings, and (ii) with respect to the unvested portion of such stock option, the right to receive cash equal to the product of (A) the total no. of shares of common stock underlying the unvested portion of the option, multiplied by (B) the excess, if any, of (1) $23.10 over (2) the per share exercise price for such option, less applicable tax withholdings, which right to receive cash will vest in accordance with the vesting dates of the original option, subject to the reporting person's continued service with CommerceHub or its affiliates.