0001104659-16-147020.txt : 20160928 0001104659-16-147020.hdr.sgml : 20160928 20160928102839 ACCESSION NUMBER: 0001104659-16-147020 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160927 FILED AS OF DATE: 20160928 DATE AS OF CHANGE: 20160928 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Sizmek Inc. CENTRAL INDEX KEY: 0001591877 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 371744624 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 500 W. 5TH STREET STREET 2: SUITE 900 CITY: AUSTIN STATE: TX ZIP: 78701 BUSINESS PHONE: 512-469-5900 MAIL ADDRESS: STREET 1: 500 W. 5TH STREET STREET 2: SUITE 900 CITY: AUSTIN STATE: TX ZIP: 78701 FORMER COMPANY: FORMER CONFORMED NAME: New Online Co DATE OF NAME CHANGE: 20131113 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GINSBURG SCOTT K CENTRAL INDEX KEY: 0001013565 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36219 FILM NUMBER: 161905941 MAIL ADDRESS: STREET 1: 17340 CLUB HILL DR CITY: DALLAS STATE: TX ZIP: 75248 4 1 a4.xml 4 X0306 4 2016-09-27 1 0001591877 Sizmek Inc. SZMK 0001013565 GINSBURG SCOTT K 500 WEST 5TH STREET, SUITE 900 AUSTIN TX 78701 1 0 1 0 Common Stock 2016-09-27 4 U 0 3208476 3.90 D 0 D Restricted Stock Units 2016-09-27 4 D 0 35604 3.90 D Common Stock 35604 0 D Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated August 3, 2016 among the Issuer, Solomon Holding, LLC and Solomon Merger Subsidiary, Inc. ("Merger Subsidiary"), Merger Subsidiary commenced a tender offer (the "Offer") to purchase any and all of the outstanding shares of the Issuer's common stock at a price of $3.90 per share, payable net to the sellers thereof in cash, without interest and subject to any deduction or withholding of taxes required by applicable laws. The Reporting Person tendered his shares into the Offer and, after the expiration of the Offer at 12:00 midnight, New York City time, at the end of September 26, 2016, Merger Subsidiary accepted all of the tendered shares and the Reporting Person received the Offer price of $3.90 per share. The RSUs were granted to the Reporting Person pursuant to the Issuer's 2014 Incentive Award Plan. Each RSU represented a contingent right to receive one share of the issuer's common stock. Pursuant to the Merger Agreement, on September 27, 2016, each RSU that was outstanding as of the effective time of the merger (i) automatically vested in full and the restrictions thereon lapsed, and (ii) by virtue of the merger and without any action on the part of the Reporting Person, was cancelled immediately prior to the effective time of the merger and converted into the right to receive an amount in cash equal to the product obtained by multiplying (a) the aggregate number of shares subject to such RSU and (b) $3.90 per share. /s/ Scott K. Ginsburg 2016-09-28