0001104659-18-035446.txt : 20180523 0001104659-18-035446.hdr.sgml : 20180523 20180523161356 ACCESSION NUMBER: 0001104659-18-035446 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180521 FILED AS OF DATE: 20180523 DATE AS OF CHANGE: 20180523 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAER RICHARD N CENTRAL INDEX KEY: 0001241852 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37840 FILM NUMBER: 18855221 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CommerceHub, Inc. CENTRAL INDEX KEY: 0001665658 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 811001640 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 201 FULLER ROAD, 6TH FLOOR CITY: ALBANY STATE: NY ZIP: 12203 BUSINESS PHONE: 518-810-0700 MAIL ADDRESS: STREET 1: 201 FULLER ROAD, 6TH FLOOR CITY: ALBANY STATE: NY ZIP: 12203 4 1 a4.xml 4 X0306 4 2018-05-21 1 0001665658 CommerceHub, Inc. CHUBA 0001241852 BAER RICHARD N COMMERCEHUB, INC. 201 FULLER ROAD, 6TH FLOOR ALBANY NY 12203 1 0 0 0 Series A Common Stock 2018-05-21 4 D 0 585 D 0 D Series C Common Stock 2018-05-21 4 D 0 21022 D 0 D Stock Option (right to buy) - CHUBA 7.17 2018-05-21 4 D 0 3365 D 2022-11-08 Series A common stock 3365 0 D Stock Option (right to buy) - CHUBK 4.47 2018-05-21 4 D 0 5253 D 2022-11-08 Series C common stock 5253 0 D Stock Option (right to buy) - CHUBA 4.49 2018-05-21 4 D 0 2627 D 2022-11-08 Series A common stock 2627 0 D Stock Option (right to buy) - CHUBK 11.72 2018-05-21 4 D 0 20736 D 2023-12-31 Series C common stock 20736 0 D Stock Option (right to buy) - CHUBK 7.15 2018-05-21 4 D 0 6738 D 2022-11-08 Series C common stock 6738 0 D Stock Option (right to buy) - CHUBA 11.76 2018-05-21 4 D 0 10330 D 2023-12-31 Series A common stock 10330 0 D Pursuant to the Agreement and Plan of Merger, dated as of March 5, 2018 (the "Merger Agreement"), by and among the Issuer, Great Dane Parent, LLC ("Great Dane Parent"), and Great Dane Merger Sub, Inc. ("Merger Sub"), a direct, wholly owned subsidiary of Great Dane Parent, on May 21, 2018, Merger Sub was merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Great Dane Parent (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of the Issuer's common stock was converted into the right to receive $22.75 in cash. Includes restricted stock units ("RSUs") and deferred stock units ("DSUs") with respect to the Issuer's Series C common stock. The reporting person's RSUs were scheduled to vest upon the earlier of (i) June 16, 2018 or (ii) the date of the Issuer's 2018 annual meeting of stockholders. Pursuant to the Merger Agreement, at the effective time of the Merger, each of the reporting person's RSUs and DSUs was converted into the right to receive $22.75 in cash. These stock options were fully vested at the time of the Merger. These stock options were canceled in the Merger in exchange for a cash payment based on the number of stock options canceled multiplied by the difference between the exercise price of the option and $22.75. This stock option award was scheduled to vest in two equal installments on December 31, 2019 and December 31, 2020. /s/ Douglas Wolfson as Power-of-Attorney for Richard N. Baer 2018-05-23