0001104659-16-147022.txt : 20160928
0001104659-16-147022.hdr.sgml : 20160928
20160928103109
ACCESSION NUMBER: 0001104659-16-147022
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160927
FILED AS OF DATE: 20160928
DATE AS OF CHANGE: 20160928
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Sizmek Inc.
CENTRAL INDEX KEY: 0001591877
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310]
IRS NUMBER: 371744624
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 500 W. 5TH STREET
STREET 2: SUITE 900
CITY: AUSTIN
STATE: TX
ZIP: 78701
BUSINESS PHONE: 512-469-5900
MAIL ADDRESS:
STREET 1: 500 W. 5TH STREET
STREET 2: SUITE 900
CITY: AUSTIN
STATE: TX
ZIP: 78701
FORMER COMPANY:
FORMER CONFORMED NAME: New Online Co
DATE OF NAME CHANGE: 20131113
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HARRIS JOHN R
CENTRAL INDEX KEY: 0001079144
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36219
FILM NUMBER: 161905949
MAIL ADDRESS:
STREET 1: 2201 CEDEAR SPRINGS RD
STREET 2: SUITE 701
CITY: DALLAS
STATE: TX
ZIP: 75201
4
1
a4.xml
4
X0306
4
2016-09-27
1
0001591877
Sizmek Inc.
SZMK
0001079144
HARRIS JOHN R
500 WEST 5TH STREET, SUITE 900
AUSTIN
TX
78701
1
0
0
0
Common Stock
2016-09-27
4
U
0
43558
3.90
D
0
D
Restricted Stock Units
2016-09-27
4
D
0
66074
3.90
D
Common Stock
66074
0
D
Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated August 3, 2016 among the Issuer, Solomon Holding, LLC and Solomon Merger Subsidiary, Inc. ("Merger Subsidiary"), Merger Subsidiary commenced a tender offer (the "Offer") to purchase any and all of the outstanding shares of the Issuer's common stock at a price of $3.90 per share, payable net to the sellers thereof in cash, without interest and subject to any deduction or withholding of taxes required by applicable laws. The Reporting Person tendered his shares into the Offer and, after the expiration of the Offer at 12:00 midnight, New York City time, at the end of September 26, 2016, Merger Subsidiary accepted all of the tendered shares and the Reporting Person received the Offer price of $3.90 per share.
The RSUs were granted to the Reporting Person pursuant to the Issuer's 2014 Incentive Award Plan. Each RSU represented a contingent right to receive one share of the issuer's common stock.
Pursuant to the Merger Agreement, on September 27, 2016, each RSU that was outstanding as of the effective time of the merger (i) automatically vested in full and the restrictions thereon lapsed, and (ii) by virtue of the merger and without any action on the part of the Reporting Person, was cancelled immediately prior to the effective time of the merger and converted into the right to receive an amount in cash equal to the product obtained by multiplying (a) the aggregate number of shares subject to such RSU and (b) $3.90 per share.
/s/ John R. Harris
2016-09-28