David J. Spitz - Nov 15, 2022 Form 4 Insider Report for CHANNELADVISOR CORP (ECOM)

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, 04:14 PM
Previous filing
Nov 16, 2022
Next filing
Nov 9, 2023

Transactions Table

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

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

David J. Spitz 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, 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.