|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: 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) | $ 1.96 | 11/15/2013 | D | 836 | (6) | 08/28/2018 | Common Stock | 836 | $ 12.54 | 0 | D | ||||
| Stock Option (right to buy) | $ 3.84 | 11/15/2013 | D | 24,799 | (6) | 09/01/2020 | Common Stock | 24,799 | $ 10.66 | 0 | D | ||||
| Stock Option (right to buy) | $ 7.88 | 11/15/2013 | D | 100,000 | (6) | 03/15/2021 | Common Stock | 100,000 | $ 6.62 | 0 | D | ||||
| Market Stock Option (right to buy) | $ 13.06 | 11/15/2013 | D | 30,000 | (7) | 05/23/2022 | Common Stock | 30,000 | $ 1.44 | 0 | D | ||||
| Market Stock Units | $ 0 | 11/15/2013 | D | 40,000 | (8) | (8) | Common Stock | 40,000 | $ 14.5 | 0 | D | ||||
| Market Stock Units | $ 0 | 11/15/2013 | D | 24,000 | (8) | (8) | Common Stock | 24,000 | $ 14.5 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Triplett Dennis 10182 TELESIS COURT SAN DIEGO, CA 92121 |
SVP, Operations | |||
| /s/ David Eisler, Attorney-in-fact | 11/15/2013 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Per the terms of the Agreement and Plan of Merger dated September 28, 2013, by and among Athlaction Holdings, LLC, Athlaction Merger Sub, Inc. and The Active Network, Inc. (the "Merger Agreement"), each share of The Active Network, Inc. (the "Company") common stock was converted into the right to receive cash in an amount equal to $14.50 per share. |
| (2) | Represents restricted stock units previously reported under Table I. |
| (3) | Per the terms of the Merger Agreement, each restricted stock unit granted that was outstanding as of the Effective Time (as defined in the Merger Agreement), was cancelled and converted into the right to receive cash in an amount equal to $14.50 per share. |
| (4) | On May 23, 2012 and August 28, 2012, the reporting person received performance stock unit awards (the "PSUs") to vest only upon satisfaction of certain corporate performance criteria. In connection with the merger, the PSUs were settled for the maximum number of shares. |
| (5) | Per the terms of the Merger Agreement, each PSU that was outstanding as of the Effective Time (as defined in the Merger Agreement), was cancelled and converted into the right to receive cash in an amount equal to $14.50 per share. |
| (6) | Per the terms of the Merger Agreement, each stock option that was outstanding and unexercised as of the Effective Time, whether or not vested, was cancelled and converted into the right to receive cash in an amount equal to (i) the total number of shares subject to each such option immediately prior to the Effective Time (without regard to vesting) multiplied by (ii) the excess, if any, of (x) $14.50 over (y) the exercise price payable per share under each such stock option. |
| (7) | In connection with the merger, the market stock options were cancelled and converted into the right to receive cash in an amount equal to (i) the total number of shares subject to each such option immediately prior to the Effective Time (without regard to vesting) multiplied by (ii) the excess, if any, of (x) $14.50 over (y) the exercise price payable per share under each such market stock option. |
| (8) | Per the terms of the Merger Agreement, these market stock units that were outstanding as of the Effective Time (as defined in the Merger Agreement), were settled for the maximum number of shares. Each market stock unit was cancelled and converted into the right to receive cash in an amount equal to $14.50 per share. |