Statement of Changes in Beneficial Ownership (4)
10 2월 2016 - 10:28PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
NAULT ROBERT P
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2. Issuer Name
and
Ticker or Trading Symbol
Constant Contact, Inc.
[
CTCT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
SVP & General Counsel
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(Last)
(First)
(Middle)
C/O CONSTANT CONTACT, INC.,, 1601 TRAPELO ROAD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/9/2016
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(Street)
WALTHAM, MA 02451
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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2/9/2016
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D
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19020
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D
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$32.00
(1)
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (Right to Buy)
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$4.12
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2/9/2016
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D
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45000
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(2)
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(2)
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Common Stock
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45000
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$0.00
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0
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D
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Stock Option (Right to Buy)
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$22.27
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2/9/2016
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D
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45000
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(3)
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(3)
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Common Stock
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45000
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$0.00
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0
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D
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Stock Option (Right to Buy)
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$13.68
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2/9/2016
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D
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40000
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(4)
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(4)
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Common Stock
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40000
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$0.00
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0
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D
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Stock Option (Right to Buy)
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$17.96
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2/9/2016
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D
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30000
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(5)
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(5)
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Common Stock
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30000
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$0.00
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0
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D
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Stock Option (Right to Buy)
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$27.12
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2/9/2016
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D
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40000
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(6)
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(6)
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Common Stock
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40000
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$0.00
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0
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D
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Stock Option (Right to Buy)
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$24.88
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2/9/2016
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D
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18400
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(7)
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(7)
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Common Stock
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18400
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$0.00
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0
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D
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Stock Option (Right to Buy)
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$13.09
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2/9/2016
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D
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26010
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(8)
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(8)
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Common Stock
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26010
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$0.00
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0
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D
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Restricted Stock Units
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(9)
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2/9/2016
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D
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13373
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(10)
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(10)
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Common Stock
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13373
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$0.00
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0
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D
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Restricted Stock Units
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(9)
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2/9/2016
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D
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4991
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(10)
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(10)
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Common Stock
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4991
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$0.00
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0
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D
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Restricted Stock Units
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(9)
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2/9/2016
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D
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4461
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(11)
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(11)
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Common Stock
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4461
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$0.00
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0
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D
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Restricted Stock Units
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(9)
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2/9/2016
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D
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8735
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(10)
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(10)
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Common Stock
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8735
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$0.00
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0
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D
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Restricted Stock Units
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(9)
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2/9/2016
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D
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8461
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(10)
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(10)
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Common Stock
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8461
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$0.00
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0
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D
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Restricted Stock Units
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(9)
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2/9/2016
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D
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8273
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(12)
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(12)
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Common Stock
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8273
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$0.00
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0
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D
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Restricted Stock Units
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(9)
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2/9/2016
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D
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7251
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(10)
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(10)
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Common Stock
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7251
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$0.00
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0
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D
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Explanation of Responses:
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(
1)
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Disposed of upon the effectiveness of the merger of Paintbrush Acquisition Corporation ("Paintbrush"), a wholly owned subsidiary of Endurance International Group Holdings, Inc. ("EIGI"), with and into the issuer on February 9, 2016 pursuant to a merger agreement dated October 30, 2015 by and among EIGI, Paintbrush and the issuer.
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(
2)
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Upon the effectiveness of the merger, the option was canceled in exchange for a cash payment of $1,254,600 (representing a price per share equal to the difference between the offer price of $32 per share and the exercise price of the option).
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(
3)
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Upon the effectiveness of the merger, the option was canceled in exchange for a cash payment of $437,850 (representing a price per share equal to the difference between the offer price of $32 per share and the exercise price of the option).
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(
4)
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Upon the effectiveness of the merger, the option was canceled in exchange for a cash payment of $732,800 (representing a price per share equal to the difference between the offer price of $32 per share and the exercise price of the option).
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(
5)
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Upon the effectiveness of the merger, the option was canceled in exchange for a cash payment of $421,200 (representing a price per share equal to the difference between the offer price of $32 per share and the exercise price of the option).
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(
6)
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Upon the effectiveness of the merger, the option was canceled in exchange for a cash payment of $195,200 (representing a price per share equal to the difference between the offer price of $32 per share and the exercise price of the option).
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(
7)
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Upon the effectiveness of the merger, the option was canceled in exchange for a cash payment of $131,008 (representing a price per share equal to the difference between the offer price of $32 per share and the exercise price of the option).
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(
8)
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Upon the effectiveness of the merger, options to purchase 6,502 shares of common stock were canceled in exchange for a replacement stock option award for shares of the common stock of EIGI, in an amount equal to the number of canceled options multiplied by the ratio of $32 divided by the average price of EIGI common stock during the ten consecutive trading days ending on February 5, 2016, the second-to-last trading day prior to the effective date of the merger. The remainder of the option was canceled in exchange for a cash payment of $368,896.28 (representing a price per share equal to the difference between the offer price of $32 per share and the exercise price of the option).
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(
9)
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Each restricted stock unit represented a contingent right to receive one share of issuer common stock.
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(
10)
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Upon the effectiveness of the merger, each restricted stock unit was canceled in exchange for a replacement restricted stock unit award for shares of the common stock of EIGI, in an amount equal to the number of canceled restricted stock units multiplied by the ratio of $32 divided by the average price of EIGI common stock during the ten consecutive trading days ending on February 5, 2016, the second-to-last trading day prior to the effective date of the merger.
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(
11)
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Upon the effectiveness of the merger, the restricted stock units vested and were exchanged for a cash payment of $142,752 (representing a price of $32 per restricted stock unit).
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(
12)
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Upon the effectiveness of the merger, the restricted stock units vested and were exchanged for a cash payment of $264,736 (representing a price of $32 per restricted stock unit).
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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NAULT ROBERT P
C/O CONSTANT CONTACT, INC.,
1601 TRAPELO ROAD
WALTHAM, MA 02451
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SVP & General Counsel
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Signatures
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Robert P. Nault
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2/10/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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