0001144204-18-066140.txt : 20181221
0001144204-18-066140.hdr.sgml : 20181221
20181221212237
ACCESSION NUMBER: 0001144204-18-066140
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20181218
FILED AS OF DATE: 20181221
DATE AS OF CHANGE: 20181221
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Steib Michael F
CENTRAL INDEX KEY: 0001580569
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35217
FILM NUMBER: 181251116
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
tv509762_4.xml
OWNERSHIP DOCUMENT
X0306
4
2018-12-18
1
0001062292
XO GROUP INC.
XOXO
0001580569
Steib Michael F
C/O XO GROUP INC.
195 BROADWAY, 25TH FLOOR
NEW YORK
NY
10007
1
1
0
0
CEO
Common Stock (Unrestricted)
2018-12-18
5
G
0
E
14290
D
290289
D
Common Stock (Unrestricted)
2018-12-21
4
D
0
206441
35
D
83848
D
Restricted Stock Awards
2018-12-21
4
D
0
83848
0
D
0
D
Vested Stock Option
2018-12-21
4
D
0
285166
D
Common Stock
285166
0
D
Unvested Stock Option
2018-12-21
4
D
0
339640
D
Common Stock
339640
0
D
Represents shares of common stock, par value $0.01 per share, of the Company (each "Share" or, collectively, the "Shares") that the reporting person donated as gifts to charitable entities.
At the Effective Time, each Share") 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 Michael Steib
2018-12-21