Statement of Changes in Beneficial Ownership (4)
April 11 2013 - 4:21PM
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
*
MECKLER ALAN M
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2. Issuer Name
and
Ticker or Trading Symbol
WEBMEDIABRANDS INC.
[
WEBM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chairman and CEO
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(Last)
(First)
(Middle)
50 WASHINGTON STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/9/2013
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(Street)
NORWALK, CT 06854
(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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4/9/2013
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P
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8000
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A
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$1.41
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1693624
(1)
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D
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Common Stock
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401194
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I
(2)
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By Spouse
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Common Stock
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34928
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I
(2)
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Herman Meckler Family Trust #1
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Common Stock
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9871
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I
(2)
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Herman Meckler Family Trust #2
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Common Stock
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65176
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I
(2)
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The Meckler Foundation
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Common Stock
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49493
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I
(2)
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Alan M. Meckler 2010 Grantor Retained Annuity Trust
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Common Stock
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5422
(1)
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I
(2)
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The Alan M. Meckler 2011 Grantor Retained Annuity Trust
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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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Employee Stock Option (right to buy)
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$3.36
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(3)
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3/4/2014
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Common Stock
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25000
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25000
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D
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Employee Stock Option (right to buy)
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$5.39
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(3)
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12/9/2014
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Common Stock
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42858
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42858
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D
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Employee Stock Option (right to buy)
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$5.60
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(4)
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9/27/2020
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Common Stock
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42858
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42858
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D
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Employee Stock Option (right to buy)
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$6.44
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(5)
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9/8/2021
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Common Stock
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21429
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21429
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D
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Employee Stock Option (right to buy)
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$4.55
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(3)
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11/14/2021
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Common Stock
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142858
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142858
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D
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Employee Stock Option (right to buy)
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$3.71
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(6)
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12/12/2021
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Common Stock
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21429
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21429
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D
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Employee Stock Option (right to buy)
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$2.29
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(7)
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12/4/2022
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Common Stock
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10000
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10000
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D
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Explanation of Responses:
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(
1)
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Effective February 27, 2013 137,435 shares were distributed to Mr. Meckler by The Alan M. Meckler 2011 Grantor Retained Annuity Trust as an annual annuity payment. Includes 14 shares that were mistakenly omitted from previous Forms 4.
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(
2)
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Mr. Meckler indirectly owns 566,084 shares: 49,493 are held in the Alan M. Meckler 2010 Grantor Retained Annuity Trust, 5,422 shares are held in The Alan M. Meckler 2011 Grantor Retained Annuity Trust, 37,000 shares donated by Mr. Meckler to the Meckler Foundation, a non-profit charitable foundation founded by Mr. Meckler and for which he acts as a trustee, 28,176 shares purchased by the Meckler Foundation, 401,194 shares purchased by Mr. Meckler's wife and 44,799 shares held in trust for the benefit of Mr. Meckler's mother. Mr. Meckler exercises shared voting and investment control over all of these shares except the shares held by the 2010 and 2011 Grantor Retained Annuity Trusts, over which Mr. Meckler exercises investment control but not voting control.
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(
3)
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Option is 100% vested.
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(
4)
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Option vests 33.33% ratably over a three-year period on 09/27/2011, 09/27/2012 and 09/27/2013.
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(
5)
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Option vests 33.33% ratably over a three-year period on 09/08/2012, 09/08/2013 and 09/08/2014.
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(
6)
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Option vests 33.33% ratably over a three-year period on 12/12/2012, 12/12/2013 and 12/12/2014.
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(
7)
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Option vests 33.33% ratably over a three-year period on 12/05/2013, 12/05/2014 and 12/05/2015.
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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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MECKLER ALAN M
50 WASHINGTON STREET
NORWALK, CT 06854
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X
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X
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Chairman and CEO
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Signatures
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/s/ David P. Creekman, Attorney-in-Fact
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4/11/2013
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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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