Richard Carlson - Sep 1, 2021 Form 4 Insider Report for SharpSpring, Inc. (SHSP)

Role
Chief Executive Officer, Director
Signature
/s/ Richard Carlson
Stock symbol
SHSP
Transactions as of
Sep 1, 2021
Transactions value $
$0
Form type
4
Date filed
9/3/2021, 04:07 PM
Previous filing
Aug 30, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SHSP Common Stock Disposed to Issuer -407K -100% 0 Sep 1, 2021 Direct F1

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 SHSP Stock Option (Right to Buy) Disposed to Issuer -84.9K -18.55% 373K Sep 1, 2021 Common Stock 84.9K $4.65 Direct F2, F4
transaction SHSP Stock Option (Right to Buy) Disposed to Issuer -11.7K -3.14% 361K Sep 1, 2021 Common Stock 11.7K $4.74 Direct F2, F4
transaction SHSP Stock Option (Right to Buy) Disposed to Issuer -250K -69.26% 111K Sep 1, 2021 Common Stock 250K $4.80 Direct F2, F4
transaction SHSP Stock Option (Right to Buy) Disposed to Issuer -60K -54.06% 51K Sep 1, 2021 Common Stock 60K $6.29 Direct F2, F4
transaction SHSP Stock Option (Right to Buy) Disposed to Issuer -20K -39.18% 31K Sep 1, 2021 Common Stock 20K $12.39 Direct F2, F4
transaction SHSP Stock Option (Right to Buy) Disposed to Issuer -17.5K -56.44% 13.5K Sep 1, 2021 Common Stock 17.5K $13.88 Direct F2
transaction SHSP Stock Option (Right to Buy) Disposed to Issuer -13.5K -100% 0 Sep 1, 2021 Common Stock 13.5K $26.50 Direct F2, F4
transaction SHSP Restricted Stock Units Disposed to Issuer -5.32K -100% 0 Sep 1, 2021 Common Stock 14.2K Direct F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

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

Explanation of Responses:

Id Content
F1 Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated June 21, 2021, by and among the registrant, Constant Contact, Inc. ("Parent"), a Delaware corporation, and Groove Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("MergerSub"), as of the effective time of the merger of Merger Sub with and into the registrant (the "Merger"), these shares of the registrant's common stock were canceled and converted to the right to receive $17.10 in cash per share (the "Per Share Merger Consideration").
F2 Pursuant to the Merger Agreement, each vested stock option was canceled, and the holder is entitled to receive a payment in cash, without interest, equal to the product of (i) the total number of shares subject to the canceled stock option and (ii) the excess, if any, of (A) the Per Share Merger Consideration over (B) the exercise price per share subject to the cancelled company stock option.
F3 Represents restricted stock units previously granted to the reporting person pursuant to the registrant's time-based restricted stock unit award program on January 29, 2020 and February 16, 2021.
F4 Pursuant to the Merger Agreement, these restricted stock unit awards were accelerated immediately prior to the Effective Time and were canceled and converted into the right to receive an amount in cash equal to the applicable Options Payment Amount and/or RUSs Payment Amount (the "Retention Bonus"). Notwithstanding the terms of the Merger Agreement, the Retention Bonus will be paid only if the individual remains employed by the Applicable Employer on a full-time basis in good performance standing through and including the consummation of a Change of Control of the Company (which for the portion of the Retention Bonus related to an Options Payment Amount, also must occur on or prior to the original expiration date of the applicable Options) (the date such Change of Control is consummated, the "Earn Date"). If earned, the Retention Bonus will be paid in a lump sum amount, subject to required payroll deductions and tax withholdings, on the Company's or its successor's first administratively practicable payroll pay date following the Earn Date.