0001144204-18-066133.txt : 20181221 0001144204-18-066133.hdr.sgml : 20181221 20181221210417 ACCESSION NUMBER: 0001144204-18-066133 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181221 FILED AS OF DATE: 20181221 DATE AS OF CHANGE: 20181221 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Baker Charles CENTRAL INDEX KEY: 0001321154 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35217 FILM NUMBER: 181251086 MAIL ADDRESS: STREET 1: C/O MONSTER WORLDWIDE, INC. STREET 2: 622 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 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 4 1 tv509757_4.xml OWNERSHIP DOCUMENT X0306 4 2018-12-21 1 0001062292 XO GROUP INC. XOXO 0001321154 Baker Charles C/O XO GROUP INC. 195 BROADWAY, 25TH FLOOR NEW YORK NY 10007 1 0 0 0 Common Stock (Unrestricted) 2018-12-21 4 D 0 50553 35 D 3225 D Restricted Stock Awards 2018-12-21 4 D 0 3225 35 D 0 D At the Effective Time, each share of common stock, par value $0.01 per share, of the Company (each "Share" or, collectively, the "Shares") that was outstanding immediately prior to the Effective Time (other than certain shares specified in the Merger Agreement) was cancelled and converted into the right to receive $35.00 in cash, (the "Merger Consideration") without interest and subject to applicable withholding taxes. At the Effective Time, each compensatory award in respect of a Share subject to vesting, repurchase or other lapse restriction (each, a "Company RSA Award") that was outstanding immediately prior to the Effective Time vested on a prorated basis based on completed service between the grant date and the date of the Effective Time. Each Share underlying the Company RSA Award that vested in accordance with the immediately preceding sentence was cancelled in exchange for the Merger Consideration and each Share underlying the Company RSA Award that did not vest in accordance with the immediately preceding sentence was cancelled for no consideration. This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 24, 2018, by and among XO Group Inc. (the "Company"), WeddingWire, Inc. ("Parent"), and Wedelia Merger Sub, Corp. ("Merger Sub"), a copy of which is filed as Exhibit 2.1 to the Company's Form 8-K filed with the SEC on September 25, 2018, pursuant to which the Company became a wholly owned subsidiary of Parent (the "Merger") on December 21, 2018 (the "Effective Time") /s/ JEFFREY YIN, attorney-in-fact for Charles Baker 2018-12-21