0001062292-14-000104.txt : 20141217 0001062292-14-000104.hdr.sgml : 20141217 20141217214741 ACCESSION NUMBER: 0001062292-14-000104 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20141215 FILED AS OF DATE: 20141217 DATE AS OF CHANGE: 20141217 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: XO GROUP INC. CENTRAL INDEX KEY: 0001062292 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-NONSTORE RETAILERS [5960] IRS NUMBER: 133895178 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 195 BROADWAY 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10007 BUSINESS PHONE: 2122198555 MAIL ADDRESS: STREET 1: 195 BROADWAY, 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10007 FORMER COMPANY: FORMER CONFORMED NAME: KNOT INC DATE OF NAME CHANGE: 19990809 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Roney Carley CENTRAL INDEX KEY: 0001442439 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35217 FILM NUMBER: 141294102 MAIL ADDRESS: STREET 1: C/O XO GROUP INC. STREET 2: 195 BROADWAY, 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10007 4 1 primary_doc.xml PRIMARY DOCUMENT X0306 4 2014-12-15 0 0001062292 XO GROUP INC. XOXO 0001442439 Roney Carley C/O XO GROUP INC. 195 BROADWAY, 25TH FLOOR NEW YORK NY 10007 0 1 0 0 Chief Content Officer Common Stock 2014-12-15 4 D 0 62500 0 D 795899 I By husband Common Stock 2014-12-15 4 D 0 62500 0 D 733399 I By husband Common Stock 2014-12-15 4 D 0 625 0 D 732774 I By husband Common Stock 2014-12-15 4 D 0 21667 0 D 711107 I By husband Common Stock 2014-12-15 4 F 0 3836 16.74 D 707271 I By husband Common Stock 2014-12-15 4 F 0 4649 16.74 D 702622 I By husband Common Stock 2014-12-15 4 S 0 3300 16.7727 D 699322 I By husband Common Stock 2014-12-16 4 S 0 3300 16.8943 D 696022 I By husband Common Stock 2014-12-17 4 S 0 3300 16.9035 D 692722 I By husband Common Stock 587543 D Common Stock 118988 I By GRATs Employee stock option (right to buy) 10.28 2014-12-15 4 J 0 100000 0 D Common Stock 100000 0 I By husband As a result of Reporting Person's husband's resignation as an executive of the Company on December 15, 2014, he voluntarily forfeited 62,500 shares of restricted stock that were granted to him under the Company's 2009 Stock Incentive Plan and were subject to time-based vesting. As a result of Reporting Person's husband's resignation as an executive of the Company on December 15, 2014, he voluntarily forfeited 62,500 shares of restricted stock that were granted to him under the Company's 2009 Stock Incentive Plan and were subject to performance-based vesting. As a result of Reporting Person's husband's resignation as an executive of the Company on December 15, 2014, 625 of the shares of the restricted stock awarded on February 2, 2011 under the Company's 2009 Stock Incentive Plan have been forfeited. As a result of Reporting Person's husband's resignation as an executive of the Company on December 15, 2014, 21,667 of the shares of the restricted stock awarded on March 6, 2013 under the Company's 2009 Stock Incentive Plan have been forfeited. Shares withheld in connection with the vesting of 6,875 of the shares of restricted stock that would have vested on February 2, 2015 but were accelerated and vested on the date of Reporting Person's husband's resignation. Shares withheld in connection with the vesting of 8,333 of the shares of restricted stock that would have vested on March 6, 2015 but were accelerated and vested on the date of Reporting Person's husband's resignation. As a result of Reporting Person's husband's resignation as an executive of the Company on December 15, 2014, he voluntarily forfeited the option to purchase 100,000 shares that was granted to him under the Company's 2009 Stock Incentive Plan. FARAH TARIQ, attorney-in-fact 2014-12-17 EX-24 2 powerofattycarley.txt POWER OF ATTORNEY Exhibit 24 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints, Michael Steib, Gillian Munson, Matithyohu Balas, Farah Tariq, Sandra Stanfield, Brian B. Margolis and Stephen C. Ashley, each of them acting or signing alone, as her true and lawful attorney-in-fact to: 1. execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director, stockholder or outside corporate counsel of XO Group Inc. (the "Company"), any and all reports required to be filed by the undersigned in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; 2. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 or other required report, complete and execute any amendment or amendments thereto, and timely file such report with the United States Securities and Exchange Commission and any stock exchange or similar authority; and 3. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned, pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his or her discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary, and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that no such attorney-in-fact, in serving in such capacity at the request of the undersigned, is hereby assuming, nor is the Company hereby assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file reports under Section 16 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed effective as of the 10th day of November, 2014. /s/ Carley Roney _________________________ CARLEY RONEY