| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | ECOM | Common Stock | Disposed to Issuer | -250K | -59.46% | 170K | Nov 15, 2022 | Direct | F1 | ||
| transaction | ECOM | Common Stock | Disposed to Issuer | -170K | -100% | 0 | Nov 15, 2022 | Direct | F2, F3 |
| 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 | -62.5K | -100% | 0 | Nov 15, 2022 | Common Stock | 62.5K | $8.80 | Direct | F4, F5 | ||
| transaction | ECOM | Employee Stock Option (right to buy) | Disposed to Issuer | -117K | -100% | 0 | Nov 15, 2022 | Common Stock | 117K | $10.75 | Direct | F5, F6 | ||
| transaction | ECOM | Employee Stock Option (right to buy) | Disposed to Issuer | -177K | -100% | 0 | Nov 15, 2022 | Common Stock | 177K | $10.35 | Direct | F5, F7 | ||
| transaction | ECOM | Employee Stock Option (right to buy) | Disposed to Issuer | -76.7K | -100% | 0 | Nov 15, 2022 | Common Stock | 76.7K | $14.85 | Direct | F5, F8 | ||
| transaction | ECOM | Employee Stock Option (right to buy) | Disposed to Issuer | -87.9K | -100% | 0 | Nov 15, 2022 | Common Stock | 87.9K | $13.04 | Direct | F5, F9 |
David J. Spitz is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| 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, restricted stock units were cancelled in exchange for the right to receive (i) with respect to the vested portion of such restricted stock units, cash payment equal to (A) the total number of shares of common stock underlying such vested restricted stock units, multiplied by (B) $23.10, less applicable tax withholdings, and (ii) with respect to the unvested portion of such restricted stock units, the right to receive cash equal to (A) the total number of shares of common stock underlying such unvested restricted stock units, multiplied by (B) $23.10, less applicable tax withholdings, which right to receive cash will vest in accordance with the vesting dates of the original restricted stock units, subject to the reporting person's continued service with CommerceHub or its affiliates. |
| F4 | This option vested in 16 equal quarterly installments from April 1, 2013 to January 1, 2017. |
| 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 number 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. |
| F6 | This option vested in four annual installments from March 1, 2017 through March 1, 2020. |
| F7 | This option vested in four annual installments from March 6, 2018 through March 6, 2021. |
| F8 | This option vested in four annual installments from June 1, 2019 through June 1, 2022. |
| F9 | This option vests in four annual installments beginning on March 1, 2020 and continuing through March 1, 2023. |