0001209191-22-057043.txt : 20221115 0001209191-22-057043.hdr.sgml : 20221115 20221115170659 ACCESSION NUMBER: 0001209191-22-057043 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221115 FILED AS OF DATE: 20221115 DATE AS OF CHANGE: 20221115 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cornetta Richard CENTRAL INDEX KEY: 0001657684 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35940 FILM NUMBER: 221391975 MAIL ADDRESS: STREET 1: C/O CHANNELADVISOR CORPORATION STREET 2: 3025 CARRINGTON MILL BOULEVARD CITY: MORRISVILLE STATE: NC ZIP: 27560 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CHANNELADVISOR CORP CENTRAL INDEX KEY: 0001169652 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 562257867 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3025 CARRINGTON MILL BOULEVARD CITY: MORRISVILLE STATE: NC ZIP: 27560 BUSINESS PHONE: 919-228-4700 MAIL ADDRESS: STREET 1: 3025 CARRINGTON MILL BOULEVARD CITY: MORRISVILLE STATE: NC ZIP: 27560 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-11-15 1 0001169652 CHANNELADVISOR CORP ECOM 0001657684 Cornetta Richard C/O CHANNELADVISOR CORPORATION 3025 CARRINGTON MILL BOULEVARD MORRISVILLE NC 27560 0 1 0 0 Chief Financial Officer Common Stock 2022-11-15 4 D 0 72605 D 62531 D Common Stock 2022-11-15 4 D 0 62531 D 0 D Employee Stock Option (right to buy) 35.39 2022-11-15 4 D 0 5000 D 2023-11-11 Common Stock 5000 0 D Employee Stock Option (right to buy) 10.35 2022-11-15 4 D 0 35397 D 2027-03-06 Common Stock 35397 0 D Employee Stock Option (right to buy) 14.85 2022-11-15 4 D 0 8517 D 2028-06-01 Common Stock 8517 0 D Employee Stock Option (right to buy) 13.04 2022-11-15 4 D 0 15040 D 2029-03-01 Common Stock 15040 0 D Employee Stock Option (right to buy) 9.20 2022-11-15 4 D 0 59881 D 2029-06-01 Common Stock 59881 0 D On November 15, 2022, the effective date (the "Effective Date") of the merger between the Issuer, CommerceHub, Inc., a Delaware corporation ("CommerceHub") and CH Merger Sub, Inc., a Delaware corporation ("CH Merger Sub") and a wholly owned subsidiary of CommerceHub pursuant to which CH Merger Sub merged with and into the Issuer with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of CommerceHub (the "Merger"), each share of the Issuer's common stock was cancelled in exchange for $23.10 per share. The security represents restricted stock units granted to the reporting person. Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer. On the Effective Date, pursuant to the Merger, restricted stock units were cancelled in exchange for the right to receive (i) with respect to the vested portion of such restricted stock units, cash payment equal to (A) the total number of shares of common stock underlying such vested restricted stock units, multiplied by (B) $23.10, less applicable tax withholdings, and (ii) with respect to the unvested portion of such restricted stock units, the right to receive cash equal to (A) the total number of shares of common stock underlying such unvested restricted stock units, multiplied by (B) $23.10, less applicable tax withholdings, which right to receive cash will vest in accordance with the vesting dates of the original restricted stock units, subject to the reporting person's continued service with CommerceHub or its affiliates. This option vested in 16 quarterly installments from December 23, 2013 to September 23, 2017. On the Effective Date, pursuant to the Merger, each outstanding stock option was cancelled in exchange for the right to receive (i) with respect to the vested portion of such stock option, a cash payment equal to the product of (A) the total number of shares of common stock underlying the vested portion of the option, multiplied by (B) the excess, if any, of (1) $23.10 over (2) the per share exercise price for such option, less applicable tax withholdings, and (ii) with respect to the unvested portion of such stock option, the right to receive cash equal to the product of (A) the number of shares of common stock underlying the unvested portion of the option, multiplied by (B) the excess, if any, of (1) $23.10 over (2) the per share exercise price for such option, less applicable tax withholdings, which right to receive cash will vest in accordance with the vesting dates of the original option, subject to the reporting person's continued service with CommerceHub or its affiliates. This option vested in four annual installments from March 6, 2018 through March 6, 2021. This option vested in four annual installments from June 1, 2019 through June 1, 2022. This option vests in four annual installments beginning on March 1, 2020 and continuing through March 1, 2023. This option vests in four annual installments beginning on June 1, 2020 and continuing through June 1, 2023. /s/ Brian F. Leaf, attorney-in-fact 2022-11-15