Statement of Changes in Beneficial Ownership (4)
October 07 2021 - 2:10PM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden hours per response...
0.5
|
|
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
*
Samuels Theodore R. II |
2. Issuer Name and Ticker or Trading Symbol
STAMPS.COM INC
[
STMP
]
|
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)
1990 E. GRAND AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/5/2021 |
(Street)
EL SEGUNDO, CA 90245
(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
|
Common Stock | 10/5/2021 | | D(1) | | 1000 | D | $330 | 0 | I | By Ted and Lori Samuels Family Trust dtd 7/3/96 (2) |
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) | $115.9 | 10/5/2021 | | D (1) | | | 5000 | 1/4/2017 (3) | 1/4/2027 | Common Stock | 5000.0 | $214.10 | 0 | D | |
Stock option (right to buy) | $145.15 | 10/5/2021 | | D (1) | | | 5000 | 6/14/2017 (4) | 6/14/2027 | Common Stock | 5000.0 | $184.85 | 0 | D | |
Stock option (right to buy) | $266.95 | 10/5/2021 | | D (1) | | | 5000 | 6/11/2018 (5) | 6/11/2028 | Common Stock | 5000.0 | $63.05 | 0 | D | |
Stock option (right to buy) | $38.7 | 10/5/2021 | | D (1) | | | 5000 | 6/12/2019 (6) | 6/12/2029 | Common Stock | 5000.0 | $291.30 | 0 | D | |
Stock option (right to buy) | $183.9 | 10/5/2021 | | D (1) | | | 5000 | 6/10/2020 (7) | 6/10/2030 | Common Stock | 5000.0 | $146.10 | 0 | D | |
Stock option (right to buy) | $191.56 | 10/5/2021 | | D (1) | | | 5000 | 6/9/2021 (8) | 6/9/2031 | Common Stock | 5000.0 | $138.44 | 0 | D | |
Explanation of Responses: |
(1) | The securities were disposed of in connection with the acquisition of the Issuer by an affiliate of Thoma Bravo LP (the "Merger"). |
(2) | The reporting person disclaims beneficial ownership of the shares held by the Ted and Lori Samuels Family Trust, dated July 3, 1996, except to the extent of his pecuniary interest therein. |
(3) | This option, which had previously fully vested, was canceled in the Merger in exchange for a cash payment of $1,070,500, representing the difference between the exercise price of the options and the market value of the underlying Stamps.com common stock at the effective time of the Merger ($330 per share). |
(4) | This option, which had previously fully vested, was canceled in the Merger in exchange for a cash payment of $924,250, representing the difference between the exercise price of the options and the market value of the underlying Stamps.com common stock at the effective time of the Merger ($330 per share). |
(5) | This option, which had previously fully vested, was canceled in the Merger in exchange for a cash payment of $315,250, representing the difference between the exercise price of the options and the market value of the underlying Stamps.com common stock at the effective time of the Merger ($330 per share). |
(6) | This option, which had previously fully vested, was canceled in the Merger in exchange for a cash payment of $1,456,500, representing the difference between the exercise price of the options and the market value of the underlying Stamps.com common stock at the effective time of the Merger ($330 per share). |
(7) | This option, which had previously fully vested, was canceled in the Merger in exchange for a cash payment of $730,500, representing the difference between the exercise price of the options and the market value of the underlying Stamps.com common stock at the effective time of the Merger ($330 per share). |
(8) | This option, which had previously fully vested, was canceled in the Merger in exchange for a cash payment of $692,200, representing the difference between the exercise price of the options and the market value of the underlying Stamps.com common stock at the effective time of the Merger ($330 per share). |
Reporting Owners
|
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Samuels Theodore R. II 1990 E. GRAND AVENUE EL SEGUNDO, CA 90245 | X |
|
|
|
Signatures
|
/s/ David M. Zlotchew, by power of attorney for Theodore R. Samuels | | 10/7/2021 |
**Signature of Reporting Person | Date |
Stamps com (NASDAQ:STMP)
Historical Stock Chart
From Jan 2025 to Feb 2025
Stamps com (NASDAQ:STMP)
Historical Stock Chart
From Feb 2024 to Feb 2025