| 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)
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2. Issuer Name and Ticker or Trading Symbol
TechTarget Holdings Inc. [ TTGT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/02/2024 | ||||||||||||||||||||||||||
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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 | 12/02/2024 | D(1) | 49,418(2) | D | (2) | 0 | D | |||
| Common Stock | 12/02/2024 | D(1) | 754,660(2) | D | (2) | 0 | I | Levenson Family Irrevocable Trust-GST | ||
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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 | ||||||||
| Stock Option (Right to Buy) | $11.28 | 12/02/2024 | D(1) | 2,500 | (3) | (3) | Common Stock | 2,500 | (3) | 0 | D | ||||
| Stock Option (Right to Buy) | $7.93 | 12/02/2024 | D(1) | 2,500 | (3) | (3) | Common Stock | 2,500 | (3) | 0 | D | ||||
| Stock Option (Right to Buy) | $8.49 | 12/02/2024 | D(1) | 2,500 | (3) | (3) | Common Stock | 2,500 | (3) | 0 | D | ||||
| Stock Option (Right to Buy) | $10.33 | 12/02/2024 | D(1) | 5,000 | (3) | (3) | Common Stock | 5,000 | (3) | 0 | D | ||||
| Stock Option (Right to Buy) | $28.42 | 12/02/2024 | D(1) | 5,000 | (3) | (3) | Common Stock | 5,000 | (3) | 0 | D | ||||
| Stock Option (Right to Buy) | $19.98 | 12/02/2024 | D(1) | 5,000 | (3) | (3) | Common Stock | 5,000 | (3) | 0 | D | ||||
| Stock Option (Right to Buy) | $29.64 | 12/02/2024 | D(1) | 5,000 | (3) | (3) | Common Stock | 5,000 | (3) | 0 | D | ||||
| Stock Option (Right to Buy) | $66.93 | 12/02/2024 | D(1) | 5,000 | (4) | (4) | Common Stock | 5,000 | (4) | 0 | D | ||||
| Stock Option (Right to Buy) | $73 | 12/02/2024 | D(1) | 5,000 | (4) | (4) | Common Stock | 5,000 | (4) | 0 | D | ||||
| Stock Option (Right to Buy) | $36.46 | 12/02/2024 | D(1) | 5,000 | (4) | (4) | Common Stock | 5,000 | (4) | 0 | D | ||||
| Stock Option (Right to Buy) | $30.21 | 12/02/2024 | D(1) | 5,000 | (3) | (3) | Common Stock | 5,000 | (3) | 0 | D | ||||
| Explanation of Responses: |
| 1. On December 2, 2024, pursuant to the Agreement and Plan of Merger (the "Transaction Agreement") dated January 10, 2024, by and among TechTarget Holdings Inc. (formerly TechTarget, Inc.) (the "Company"), Toro CombineCo, Inc. ("NewCo"), Toro Acquisition Sub, LLC ("Merger Sub"), Informa PLC, Informa US Holdings Limited ("Informa HoldCo"), and Informa Intrepid Holdings Inc. ("Informa Intrepid"), (i) Informa HoldCo contributed to NewCo all of the issued and outstanding shares of capital stock of Informa Intrepid and $350 million in cash, in exchange for shares of CombineCo's common stock, par value $0.001 per share ("NewCo common stock") and (ii) Merger Sub merged with and into the Company, with the Company surviving the merger and becoming a direct wholly owned subsidiary of NewCo (the "Merger"). |
| 2. Represents shares of common stock, par value $0.001 per share of the Company ("Company common stock") which, at the effective time of the Merger (the "Effective Time"), were converted into the right to receive (i) one share of NewCo common stock and (ii) $11.70 in cash (the "Transaction Consideration") per share of Company common stock. |
| 3. Represents vested and unvested stock options which, under the Transaction Agreement and immediately prior to the Effective Time, vested (to the extent unvested) in full, ceased to exist and were converted into the right to receive the applicable portion of the Transaction Consideration in respect of the shares of Company common stock underlying the options, reduced by the aggregate exercise price of such option and applicable withholding taxes. |
| 4. Represents vested stock options which, under the Transaction Agreement and immediately prior to the Effective Time, were cancelled and terminated for no consideration. |
| Charles D. Rennick, Attorney-in-Fact | 12/03/2024 | |
| ** 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. | ||
