0001144204-18-066135.txt : 20181221 0001144204-18-066135.hdr.sgml : 20181221 20181221210510 ACCESSION NUMBER: 0001144204-18-066135 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: Di Iorio Nic CENTRAL INDEX KEY: 0001425997 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35217 FILM NUMBER: 181251089 MAIL ADDRESS: STREET 1: C/O XO GROUP INC. STREET 2: 195 BROADWAY, 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10007 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 tv509760_4.xml OWNERSHIP DOCUMENT X0306 4 2018-12-21 1 0001062292 XO GROUP INC. XOXO 0001425997 Di Iorio Nic C/O XO GROUP INC. 195 BROADWAY, 25TH FLOOR NEW YORK NY 10007 0 1 0 0 Chief Technology Officer Common Stock (Unrestricted) 2018-12-21 4 D 0 117969 35 D 19443 D Restricted Stock Awards 2018-12-21 4 D 0 19443 35 D 0 D Vested Stock Option 2018-12-21 4 D 0 62909 D Common Stock 62909 0 D Unvested Stock Option 2018-12-21 4 D 0 79636 D Common Stock 79636 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 outstanding option to acquire Shares (each, a "Company Stock Option"), that was outstanding, unexercised and vested immediately prior to the Effective Time in accordance with its terms (each a "Vested Option"), was 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 Vested Option in effect immediately prior to the Effective Time, multiplied by (ii) the total number of Shares subject to such Vested Option immediately prior to the Effective Time, subject to applicable withholding taxes. At the Effective Time, each Company Stock Option that was outstanding and unvested immediately prior to the Effective Time (each, an "Unvested Option") was substituted and automatically converted into an award 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 Unvested Option in effect immediately prior to the Effective Time, multiplied by (ii) the total number of Shares subject to such Unvested Option immediately prior to the Effective Time. 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 was substituted and automatically converted into an award to receive an amount in cash equal to the product of (i) the total number of Shares underlying such Company RSA Award and (ii) the Merger 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 Nic Di Iorio 2018-12-21