Statement of Changes in Beneficial Ownership (4)
May 23 2018 - 4:14PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Hinkle John
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2. Issuer Name
and
Ticker or Trading Symbol
CommerceHub, Inc.
[
CHUBA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
CIO/CISO & EVP Technical Ops
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(Last)
(First)
(Middle)
COMMERCEHUB, INC., 201 FULLER ROAD, 6TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/21/2018
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(Street)
ALBANY, NY 12203
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Series C Common Stock
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5/21/2018
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D
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51949
(1)
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D
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(2)
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (right to buy) - CHUBK
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$16.30
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5/21/2018
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D
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43645
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(3)
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3/15/2027
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Series C common stock
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43645
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(4)
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0
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D
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Stock Option (right to buy) - CHUBK
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$14.33
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5/21/2018
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D
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17156
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(5)
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11/9/2026
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Series C common stock
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17156
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(4)
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0
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D
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Stock Option (right to buy) - CHUBK
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$17.34
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5/21/2018
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D
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4400
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(6)
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5/25/2027
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Series C common stock
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4400
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(4)
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0
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D
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Stock Option (right to buy) - CHUBK
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$16.34
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5/21/2018
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D
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63203
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(7)
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7/20/2026
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Series C common stock
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63203
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(4)
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0
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D
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Stock Option (right to buy) - CHUBK
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$6.25
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5/21/2018
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D
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39270
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(8)
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10/7/2023
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Series C common stock
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39270
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(4)
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0
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D
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Explanation of Responses:
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(1)
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Includes restricted stock units ("RSUs") that were granted in March 2017, May 2017 and March 2018 with respect to the Issuer's Series C common stock. The RSUs were scheduled to vest in four equal annual installments beginning on the first anniversary of the respective grant dates.
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(2)
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Pursuant to the Agreement and Plan of Merger, dated as of March 5, 2018 (the "Merger Agreement"), by and among the Issuer, Great Dane Parent, LLC ("Great Dane Parent"), and Great Dane Merger Sub, Inc. ("Merger Sub"), a direct, wholly owned subsidiary of Great Dane Parent, on May 21, 2018, Merger Sub was merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Great Dane Parent (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of the Issuer's common stock and each of the reporting person's RSUs was converted into the right to receive $22.75 in cash.
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(3)
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25% of the options were vested at the time of the Merger. The remainder of this stock option award was scheduled to vest in three equal installments on each of March 15, 2019, March 15, 2020 and March 15, 2021.
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(4)
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These stock options were canceled in the Merger in exchange for a cash payment based on the number of stock options canceled multiplied by the difference between the exercise price of the option and $22.75.
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(5)
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25% of the options were vested at the time of the Merger. The remainder of this stock option award was scheduled to vest in three equal installments on each of November 9, 2018, November 9, 2019 and November 9, 2020.
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(6)
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This stock option award was scheduled to vest in four equal annual installments beginning on May 25, 2018.
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(7)
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22.22% of the options were vested at the time of the Merger. 44.44% of the remainder of this stock option award was scheduled to vest in equal installments on each of July 20, 2018 and July 20, 2019, and the final 33.34% of this stock option award was scheduled to vest on January 20, 2021.
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(8)
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These stock options were fully vested at the time of the Merger.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Hinkle John
COMMERCEHUB, INC.
201 FULLER ROAD, 6TH FLOOR
ALBANY, NY 12203
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CIO/CISO & EVP Technical Ops
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Signatures
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/s/ John Hinkle
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5/23/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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