| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
YOUBET COM INC [ UBET ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/01/2010 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, par value $.001 per share | 06/01/2010 | M | 62,500 | A | $1.1 | 62,500 | D | |||
| Common Stock, par value $.001 per share | 06/01/2010 | M | 77,500 | A | $1.26 | 140,000 | D | |||
| Common Stock, par value $.001 per share | 06/02/2010 | D | 140,000 | D | (1) | 0.00 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $1.1 | 06/01/2010 | M | 62,500 | (2) | 10/27/2018 | Common Stock, par value $.001 per share | 62,500 | $0 | 187,500 | D | ||||
| Stock Option (Right to Buy) | $1.26 | 06/01/2010 | M | 77,500 | (3) | 03/03/2019 | Common Stock, par value $.001 per share | 77,500 | $0 | 722,500 | D | ||||
| Stock Option (Right to Buy) | $1.1 | 06/02/2010 | D | 187,500 | (2) | 10/27/2018 | Common Stock, par value $.001 per share | 187,500 | (4) | 0.00 | D | ||||
| Stock Option (Right to Buy) | $1.26 | 06/02/2010 | D | 722,500 | (3) | 03/03/2019 | Common Stock, par value $.001 per share | 722,500 | (5) | 0.00 | D | ||||
| Explanation of Responses: |
| 1. Disposed of pursuant to the Agreement and Plan of Merger dated as of November 11, 2009 (the "Merger Agreement") among Youbet.com, Inc. ("Youbet"), Churchill Downs Incorporated ("CDI"), Tomahawk Merger Corp. and Tomahawk Merger LLC, in exchange for a combination of $138,600 in cash and 8,274 shares of CDI common stock, based on the final exchange ratio of $0.99 in cash and 0.0591 shares of CDI common stock per share of Youbet common stock. On June 1, 2010, the last trading day prior to the effective time of the merger, CDI common stock had a closing value of $32.04 per share. |
| 2. These stock options vest in four equal annual installments, beginning on October 28, 2009. |
| 3. These stock options vest in four equal annual installments, beginning on March 4, 2010. |
| 4. These stock options were canceled and exchanged for a payment of a combination of $114,954.19 in cash and 6,859 shares of CDI common stock pursuant to the terms of the Merger Agreement. The cash and stock payment made with respect to these stock options is based upon the amount by which $0.99 plus the product of (i) 0.0591 and (ii) $32.04, the closing price of CDI common stock on the day immediately prior to the effective time of the merger, exceeded the exercise price of each such Youbet stock option. |
| 5. These stock options were canceled and exchanged for a payment of a combination of $403,253.96 in cash and 24,060 shares of CDI common stock pursuant to the terms of the Merger Agreement. The cash and stock payment made with respect to these stock options is based upon the amount by which $0.99 plus the product of (i) 0.0591 and (ii) $32.04, the closing price of CDI common stock on the day immediately prior to the effective time of the merger, exceeded the exercise price of each such Youbet stock option. |
| /s/ Goldberg, David | 06/02/2010 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||