FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
IPARTY CORP [ IPT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/09/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 05/09/2013 | D | 351,915 | D | $0.45(1) | 0 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right to Buy) | $0.52 | 05/09/2013 | D | 70,000 | (2) | (4) | Common Stock | 70,000 | $0(4) | 0 | D | ||||
Stock Option (Right to Buy) | $0.36 | 05/09/2013 | D | 25,000 | (2) | (4) | Common Stock | 25,000 | $0.09(4) | 0 | D | ||||
Stock Option (Right to Buy) | $0.42 | 05/09/2013 | D | 25,000 | (2) | (4) | Common Stock | 25,000 | $0.03(4) | 0 | D | ||||
Stock Option (Right to Buy) | $0.29 | 05/09/2013 | D | 25,000 | (2) | (4) | Common Stock | 25,000 | $0.16(4) | 0 | D | ||||
Stock Option (Right to Buy) | $0.11 | 05/09/2013 | D | 25,000 | (2) | (4) | Common Stock | 25,000 | $0.34(4) | 0 | D | ||||
Stock Option (Right to Buy) | $0.3 | 05/09/2013 | D | 25,000 | (2) | (4) | Common Stock | 25,000 | $0.15(4) | 0 | D | ||||
Stock Option (Right to Buy) | $0.28 | 05/09/2013 | D | 25,000 | (2) | (4) | Common Stock | 25,000 | $0.17(4) | 0 | D | ||||
Stock Option (Right to Buy) | $0.2 | 05/09/2013 | D | 40,000 | (3) | (4) | Common Stock | 40,000 | $0.25(4) | 0 | D | ||||
Stock Options (Right to Buy) | $0.84 | 05/09/2013 | D | 75,000 | (2) | (4) | Common Stock | 75,000 | $0(4) | 0 | D | ||||
Stock Option (Right to Buy) | $0.93 | 05/09/2013 | D | 70,000 | (2) | (4) | Common Stock | 70,000 | $0(4) | 0 | D |
Explanation of Responses: |
1. Pursuant to the Agreement and Plan of Merger among iParty Corp. (the "Issuer"), Party City Holdings Inc., and Confetti Merger Sub, Inc., a wholly-owned subsidiary of Party City Holdings Inc., dated March 1, 2013 (the "Merger Agreement"), each share of the Issuer's common stock was exchanged for $0.45 in cash, without interest and less any applicable withholding taxes (the "Merger"). |
2. The stock options under this award were fully vested prior to the closing of the Merger. |
3. 30,000 of the stock options under this award were vested prior to the closing of the Merger. 10,000 of the stock options under this award accelerated and became fully vested as of the closing of the Merger. |
4. In connection with the Merger, the vested and/or exercisable portion of each Issuer stock option held by the Reporting Person was cancelled and, in exchange therefor, converted into the right to receive an amount in cash equal to the product of the number of shares issuable upon the exercise of such option and $0.45 minus the exercise price of such option. The Reporting Person's options, if any, with an exercise price equal to or above $0.45 were canceled in connection with the Merger. |
/s/ Joseph Vassalluzzo | 05/13/2013 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |