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 RENTRAK CORP [ RENT ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 01/25/2016 | ||||||||||||||||||||||||||
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 | 01/25/2016 | A | 2,632(1) | A | $0.0000 | 7,153 | D | |||
Common Stock | 01/29/2016 | D | 1,321 | D | $0(2) | 5,832 | D | |||
Common Stock | 01/29/2016 | D | 5,832 | D | $0(3) | 0.0000 | 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 | ||||||||
Restricted Stock Units | (4) | 01/29/2016 | D | 2,250 | (5) | (5) | Common Stock | 2,250 | (5) | 0.0000 | D | ||||
Stock Option (Right to Buy) | $20.18 | 01/29/2016 | D | 10,000 | (6) | 04/04/2022 | Common Stock | 10,000 | (6) | 0.0000 | D | ||||
Stock Option (Right to Buy) | $26.7 | 01/29/2016 | D | 6,750 | (7) | 04/07/2021 | Common Stock | 6,750 | (7) | 0.0000 | D | ||||
Stock Option (Right to Buy) | $21.93 | 01/29/2016 | D | 1,250 | (8) | 06/07/2020 | Common Stock | 1,250 | (8) | 0.0000 | D |
Explanation of Responses: |
1. On March 24, 2015, the reporting person was granted restricted stock units for up a maximum of 2,632 shares of common stock subject to the successful achievement of a performance goal. On January 25, 2016, the issuer's Compensation Committee determined that the performance criteria for the grant had been fully achieved. The restricted stock units vest in five equal annual installments beginning on March 24, 2015. |
2. Disposed of pursuant to merger agreement among the issuer, comScore, Inc. ("comScore") and Rum Acquisition Corporation in exchange for an aggregate of 1,519 shares of common stock of comScore based on the merger consideration of 1.15 shares of the common stock of comScore for each share of the issuer's common stock. |
3. These shares, which represent restricted stock units, were assumed by comScore in the merger and replaced with restricted stock units for an aggregate of 6,706 shares of comScore common stock. |
4. Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of Rentrak common stock. |
5. These restricted stock units, which provided for vesting in five equal annual installments beginning on October 1, 2014, were assumed by comScore in the merger and replaced with restricted stock units for 2,588 shares of comScore common stock. |
6. This option, which provided for vesting in five equal annual installments beginning on April 4, 2013, was assumed by comScore in the merger and replaced with an option to purchase 11,500 shares of comScore common stock for $17.55 per share. |
7. This option, which provided for vesting in four equal annual installments beginning on April 7, 2012, was assumed by comScore in the merger and replaced with an option to purchase 7,763 shares of comScore common stock for $23.22 per share. |
8. This option, which provided for vesting in four equal annual installments beginning on June 7, 2011, was assumed by comScore in the merger and replaced with an option to purchase 1,438 shares of comScore common stock for $19.07 per share. |
/s/ Barbara A. Peachey, Attorney-in-Fact | 02/02/2016 | |
** 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. |