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 |
|
|||||||||||||||
|
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)
|
2. Issuer Name and Ticker or Trading Symbol
Ancestry.com Inc. [ ACOM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 12/28/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
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, $0.001 par value | 12/28/2012 | D | 3,750(1) | D | $32(1) | 0 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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 | ||||||||
Common Stock Option (right to buy) | $31.33 | 12/28/2012 | D | 15,000 | (2) | 03/01/2021 | Common Stock, $0.001 par value | 15,000(3) | $0.00 | 0 | D | ||||
Restricted Stock Units | $0.00(4) | 12/28/2012 | D | 11,250 | (5) | (5) | Common Stock, $0.001 par value | 11,250(4) | $0.00 | 0 | D | ||||
Restricted Stock Units | $0.00(4) | 12/28/2012 | D | 4,359 | (6) | (6) | Common Stock, $0.001 par value | 4,359(4) | $0.00 | 0 | D |
Explanation of Responses: |
1. Pursuant to the terms of the Agreement and Plan of Merger, dated October 21, 2012, by and among Global Generations International Inc. ("Parent"), Global Generations Merger Sub Inc. and Ancestry.com Inc. (the "Merger Agreement"; capitalized terms used but not defined herein have the meanings assigned to them in the Merger Agreement), at the Effective Time, each share of common stock of the Company held by the reporting person was cancelled and converted automatically into the right to receive $32.00 in cash. |
2. The reporting person was granted an option to purchase 15,000 shares of common stock, pursuant to the Ancestry.com 2009 Stock Incentive Plan. One quarter of the total number of shares subject to the option vested on January 20, 2012, and one quarter of the remaining number of shares subject to the option will vest on each January 20th of the three years thereafter. |
3. Pursuant to the terms of the Merger Agreement, at the Effective Time, the Common Stock Options held by the reporting person were converted into the right to receive an amount in cash equal to the product of (i) the excess, if any, of the Merger Consideration over the exercise price per Share of such Company Options multiplied by (ii) the total number of Shares subject to such Company Options. |
4. Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company RSU Awards held by the reporting person were converted into the right to receive an amount in cash equal to the product of (i) the total number of Shares subject to such Company RSU Awards multiplied by (ii) the Merger Consideration. |
5. The reporting person received 15,000 restricted stock units under the Ancestry.com 2009 Stock Incentive Plan, with 25% having vested on January 20, 2012 and 25% vesting on each January 20th of the three years thereafter. Upon vesting, the reporting person will receive a number of shares of common stock equal to the number of restricted stock units that have vested. |
6. On May 24, 2012, the reporting person received 4,359 restricted stock units, vesting on the earlier of the first anniversary of the date of grant or the business day immediately preceding the 2013 annual meeting of stockholders. Upon vesting, the reporting person will receive a number of shares of common stock equal to the number of restricted stock units that have vested. |
Remarks: |
/s/ William C. Stern, Attorney-in-Fact for Michael Schroepfer | 01/02/2013 | |
** 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. |