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