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).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

BAER RICHARD N
2. Issuer Name and Ticker or Trading Symbol

CommerceHub, Inc. [ CHUBA ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

COMMERCEHUB, INC., 201 FULLER ROAD, 6TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

5/21/2018
(Street)

ALBANY, NY 12203
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Series A Common Stock   5/21/2018     D    585   D   (1) 0   D    
Series C Common Stock   5/21/2018     D    21022   (2) D   (1) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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) - CHUBA   $7.17   5/21/2018     D         3365      (3) 11/8/2022   Series A common stock   3365     (4) 0   D    
Stock Option (right to buy) - CHUBK   $4.47   5/21/2018     D         5253      (3) 11/8/2022   Series C common stock   5253     (4) 0   D    
Stock Option (right to buy) - CHUBA   $4.49   5/21/2018     D         2627      (3) 11/8/2022   Series A common stock   2627     (4) 0   D    
Stock Option (right to buy) - CHUBK   $11.72   5/21/2018     D         20736      (5) 12/31/2023   Series C common stock   20736     (4) 0   D    
Stock Option (right to buy) - CHUBK   $7.15   5/21/2018     D         6738      (3) 11/8/2022   Series C common stock   6738     (4) 0   D    
Stock Option (right to buy) - CHUBA   $11.76   5/21/2018     D         10330      (5) 12/31/2023   Series A common stock   10330     (4) 0   D    

Explanation of Responses:
(1)  Pursuant to the Agreement and Plan of Merger, dated as of March 5, 2018 (the "Merger Agreement"), by and among the Issuer, Great Dane Parent, LLC ("Great Dane Parent"), and Great Dane Merger Sub, Inc. ("Merger Sub"), a direct, wholly owned subsidiary of Great Dane Parent, on May 21, 2018, Merger Sub was merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Great Dane Parent (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of the Issuer's common stock was converted into the right to receive $22.75 in cash.
(2)  Includes restricted stock units ("RSUs") and deferred stock units ("DSUs") with respect to the Issuer's Series C common stock. The reporting person's RSUs were scheduled to vest upon the earlier of (i) June 16, 2018 or (ii) the date of the Issuer's 2018 annual meeting of stockholders. Pursuant to the Merger Agreement, at the effective time of the Merger, each of the reporting person's RSUs and DSUs was converted into the right to receive $22.75 in cash.
(3)  These stock options were fully vested at the time of the Merger.
(4)  These stock options were canceled in the Merger in exchange for a cash payment based on the number of stock options canceled multiplied by the difference between the exercise price of the option and $22.75.
(5)  This stock option award was scheduled to vest in two equal installments on December 31, 2019 and December 31, 2020.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BAER RICHARD N
COMMERCEHUB, INC.
201 FULLER ROAD, 6TH FLOOR
ALBANY, NY 12203
X



Signatures
/s/ Douglas Wolfson as Power-of-Attorney for Richard N. Baer 5/23/2018
** 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 control number.
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