SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol J2 GLOBAL, INC. [ JCOM ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/10/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 $0.01 par value | 12/10/2020 | S | 5,470 | D | $95.62(1) | 1,164,175 | I | By Trust(2) | ||
| Common Stock $0.01 par value | 12/10/2020 | S | 21,212 | D | $96.75(3) | 1,142,963 | I | By Trust(2) | ||
| Common Stock $0.01 par value | 12/10/2020 | S | 132,436 | D | $97.63(4) | 1,010,527 | I | By Trust(2) | ||
| Common Stock $0.01 par value | 12/10/2020 | S | 40,882 | D | $98.53(5) | 969,645 | I | By Trust(2) | ||
| Common Stock $0.01 par value | 12/10/2020 | J(6) | 75,000 | A | $98.71 | 894,645 | I | By Trust(2) | ||
| Common Stock $0.01 par value | 77,292(7) | D | ||||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
| Explanation of Responses: |
| 1. Reflects aggregate reporting of multiple open market transactions. The price reflects the weighted average sale price of sales ranging from $95.08 to $96.06. The Reporting Person hereby undertakes to provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price. |
| 2. The reported securities are owned directly by a subsidiary of a trust formed by Richard S. Ressler for the benefit of his family members for which Mr. Ressler serves as trustee and may be deemed to be indirectly owned by Mr. Ressler. |
| 3. Reflects aggregate reporting of multiple open market transactions. The price reflects the weighted average sale price of sales ranging from $96.14 to $97.13. The Reporting Person hereby undertakes to provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price. |
| 4. Reflects aggregate reporting of multiple open market transactions. The price reflects the weighted average sale price of sales ranging from $97.14 to $98.13 The Reporting Person hereby undertakes to provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price. |
| 5. Reflects aggregate reporting of multiple open market transactions. The price reflects the weighted average sale price of sales ranging from $98.14 to $98.71. The Reporting Person hereby undertakes to provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price. |
| 6. Consists of 75,000 shares received by the Reporting Person from a subsidiary of the Trust in exchange for cash of $98.71 per share. |
| 7. Consists of (1) 75,000 shares received by the Reporting Person from a subsidiary of the Trust in exchange for cash of $98.71 per share and (2) 2,292 restricted stock awards. |
| Remarks: |
| /s/ Jeremy Rossen, as Attorney-in-fact | 12/14/2020 | |
| ** 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 Number. | ||