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