0001144204-18-066136.txt : 20181221
0001144204-18-066136.hdr.sgml : 20181221
20181221210540
ACCESSION NUMBER: 0001144204-18-066136
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: IRVINE DIANE M
CENTRAL INDEX KEY: 0001287611
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35217
FILM NUMBER: 181251090
MAIL ADDRESS:
STREET 1: 705 FIFTH AVE S STE 900
CITY: SEATTLE
STATE: WA
ZIP: 98104
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
tv509761_4.xml
OWNERSHIP DOCUMENT
X0306
4
2018-12-21
1
0001062292
XO GROUP INC.
XOXO
0001287611
IRVINE DIANE M
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
22053
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 Diane Irvine
2018-12-21