0001209191-18-007323.txt : 20180205
0001209191-18-007323.hdr.sgml : 20180205
20180205121541
ACCESSION NUMBER: 0001209191-18-007323
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180201
FILED AS OF DATE: 20180205
DATE AS OF CHANGE: 20180205
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Ritzcovan Elizabeth
CENTRAL INDEX KEY: 0001627856
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35433
FILM NUMBER: 18573422
MAIL ADDRESS:
STREET 1: 401 PARK AVENUE SOUTH, 5TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10016
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Bazaarvoice Inc
CENTRAL INDEX KEY: 0001330421
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
IRS NUMBER: 202908277
STATE OF INCORPORATION: TX
FISCAL YEAR END: 0430
BUSINESS ADDRESS:
STREET 1: 10901 STONELAKE BLVD.
CITY: AUSTIN
STATE: TX
ZIP: 78759
BUSINESS PHONE: 512-551-6000
MAIL ADDRESS:
STREET 1: 10901 STONELAKE BLVD.
CITY: AUSTIN
STATE: TX
ZIP: 78759
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2018-02-01
0
0001330421
Bazaarvoice Inc
BV
0001627856
Ritzcovan Elizabeth
10901 STONELAKE BLVD.
AUSTIN
TX
78759
0
1
0
0
Chief Revenue Officer
Common Stock
2018-02-01
4
A
0
60003
0.00
A
265982
D
Common Stock
2018-02-01
4
D
0
50145
5.50
D
215837
D
Common Stock
2018-02-01
4
D
0
215837
5.50
D
0
D
Stock Options (Right to Buy)
4.36
2018-02-01
4
D
0
143229
1.14
D
2025-12-08
Common Stock
143229
131771
D
Stock Options (Right to Buy)
4.36
2018-02-01
4
D
0
131771
1.14
D
2025-12-08
Common Stock
131771
0
D
Stock Options (Right to Buy)
3.94
2018-02-01
4
D
0
20834
1.56
D
2023-06-07
Common Stock
20834
29169
D
Stock Options (Right to Buy)
3.94
2018-02-01
4
D
0
29169
1.56
D
2023-06-07
Common Stock
29169
0
D
The reporting person was previously granted restricted stock units that would vest upon the satisfaction of certain performance criteria, which criteria were deemed satisfied at 100% of target in accordance with the Merger Agreement (as defined below), resulting in the deemed vesting of the reported shares.
Disposed of pursuant to the Agreement and Plan of Merger, by and among BV Parent, LLC, BV Merger Sub, Inc. and Bazaarvoice, Inc. (the "Issuer"), dated November 26, 2017 (as amended, the "Merger Agreement"), whereby each outstanding share of the Issuer's common stock was cancelled at the effective time (the "Effective Time") of the merger (the "Merger") and converted into the right to receive a cash payment of $5.50 per share.
Disposed of pursuant to the Merger Agreement, whereby such unvested restricted stock units ("RSUs") were cancelled at the Effective Time in exchange for the right to receive future cash payments in the amount of $5.50 per terminated RSU (the "RSU Payment"). Pursuant to the Merger Agreement, 30% of the RSU Payment was paid in cash and 70% of the RSU Payment will be paid in accordance with the RSU's original vesting schedule.
Disposed of pursuant to the Merger Agreement, whereby such vested options were cancelled at the Effective Time and converted into the right to receive a total amount in cash, equal to the product of (x) excess of $5.50 over the exercise price per share of each stock option and (y) the number of shares underlying such stock option.
Disposed of pursuant to the Merger Agreement whereby such unvested options were cancelled at the Effective Time and converted into the right to receive a total amount in cash equal to the product of (x) the excess, if any, of $5.50 over the exercise price per share of each such unvested option, and (y) the number of shares underlying such unvested options (the "Unvested Option Payment"). Pursuant to the Merger Agreement, 30% of the Unvested Option Payment was paid in cash and 70% of the Unvested Option Payment will be paid pursuant to the unvested options original vesting schedule.
/s/ Kin Gill (as attorney-in-fact for Ms. Ritzcovan)
2018-02-02