Statement of Changes in Beneficial Ownership (4)
July 28 2014 - 6:06PM
Edgar (US Regulatory)
FORM 4
[
X
]
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
*
BATTLE A GEORGE
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2. Issuer Name
and
Ticker or Trading Symbol
OPENTABLE INC
[
OPEN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O OPENTABLE, INC., 1 MONTGOMERY STREET, SUITE 700
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/24/2014
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(Street)
SAN FRANCISCO, CA 94104
(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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7/24/2014
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U
(1)
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33999
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D
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$103.00
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0
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D
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Common Stock
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7/24/2014
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U
(1)
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1500
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D
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$103.00
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0
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I
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By Stepdaughter
(4)
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Common Stock
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7/24/2014
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U
(1)
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3000
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D
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$103.00
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0
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I
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By Son
(5)
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Common Stock
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7/24/2014
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U
(1)
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3000
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D
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$103.00
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0
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I
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By Daughter
(6)
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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
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$42.84
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7/24/2014
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D
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10800
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6/22/2011
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6/21/2020
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Common Stock
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10800
(3)
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$60.16
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0
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D
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Stock Option
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$80.70
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7/24/2014
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D
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10800
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6/7/2012
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6/6/2021
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Common Stock
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10800
(3)
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$22.30
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0
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D
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Stock Option
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$39.95
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7/24/2014
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D
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10800
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6/7/2013
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6/6/2022
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Common Stock
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10800
(3)
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$63.05
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0
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D
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Stock Option
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$64.26
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7/24/2014
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D
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10800
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6/5/2014
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6/4/2023
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Common Stock
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10800
(3)
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$38.74
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0
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D
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Stock Option
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$71.13
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7/24/2014
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D
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10800
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7/24/2014
(2)
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6/10/2024
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Common Stock
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10800
(3)
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$31.87
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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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On July 24, 2014, The Priceline Group, Inc., a Delaware corporation, acquired the issuer pursuant to that certain merger agreement between issuer, The Priceline Group and Rhombus, a Delaware corporation and wholly owned subsidiary of The Priceline Group, dated as of June 12, 2014(the "Merger Agreement"). At the effective time of the Merger, each outstanding share of the issuer's common stock was converted into the right to receive $103.00 in cash (the "per-share merger consideration"). In addition, all outstanding vested options were canceled at the effective time of the Merger in exchange for a cash payment equal to the per-share merger consideration (less the exercise price in the case of options), payable without interest and less any required withholding taxes.
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(
2)
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On June 11, 2014, the issuer granted Mr. Battle an option to purchase 10,800 shares of Common Stock in accordance with the terms of the OpenTable Independent Director Equity Comp Plan. The options automatically vest in full and become exercisable immediately prior to a Change in Control, as defined in the Plan.
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(
3)
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These Stock Options, were canceled at the effective time of the Merger in exchange for a cash payment equal to the per-share merger consideration, less the exercise price of the option.
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(
4)
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Mr. Battle disclaims beneficial ownership of the shares held by his stepdaughter except to the extent of his pecuniary interest therein, and the filing of this report is not an admission that Mr. Battle is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
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(
5)
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Mr. Battle disclaims beneficial ownership of the shares held by his son except to the extent of his pecuniary interest therein, and the filing of this report is not an admission that Mr. Battle is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
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(
6)
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Mr. Battle disclaims beneficial ownership of the shares held by his daughter except to the extent of his pecuniary interest therein, and the filing of this report is not an admission that Mr. Battle is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
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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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BATTLE A GEORGE
C/O OPENTABLE, INC.
1 MONTGOMERY STREET, SUITE 700
SAN FRANCISCO, CA 94104
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X
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Signatures
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/s/ John J. Orta as Attorney in Fact for Mr. Battle
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7/28/2014
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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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