Innerworkings Form 4 / Oren B. Azar ownership change

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^*

Azar Oren B.

(Last)

(First)

(Middle)

203 NORTH LASALLE ST.

SUITE 1800

(Street)

CHICAGO

60601

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INNERWORKINGS INC [ INWK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP and General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/01/2020		D		42,983	D	⁽¹⁾⁽²⁾	0	D
Common Stock (Restricted Stock Units)	10/01/2020		D		1,776	D	⁽³⁾⁽⁴⁾	0	D
Common Stock (Restricted Stock Units)	10/01/2020		D		20,270	D	⁽³⁾⁽⁵⁾	0	D
Common Stock (Restricted Stock Units)	10/01/2020		D		23,009	D	⁽³⁾⁽⁶⁾	0	D
Common Stock (Restricted Stock Units)	10/01/2020		D		42,994	D	⁽³⁾⁽⁷⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁸⁾	10/01/2020		D			78,609	⁽⁸⁾	⁽⁸⁾	Common Stock	78,609	⁽⁸⁾	0	D
Stock Appreciation Rights	$3.39	10/01/2020		D			46,018	⁽⁹⁾⁽¹⁰⁾	06/03/2029	Common Stock	46,018	⁽⁹⁾	0	D
Stock Options (right to buy)	$7.18	10/01/2020		D			14,085	⁽¹¹⁾⁽¹²⁾	06/13/2024	Common Stock	14,085	⁽¹¹⁾	0	D
Stock Options (right to buy)	$6.68	10/01/2020		D			12,121	⁽¹¹⁾⁽¹³⁾	06/03/2025	Common Stock	12,121	⁽¹¹⁾	0	D
Stock Options (right to buy)	$8.45	10/01/2020		D			14,184	⁽¹¹⁾⁽¹⁴⁾	06/06/2026	Common Stock	14,184	⁽¹¹⁾	0	D
Stock Options (right to buy)	$11.1	10/01/2020		D			10,811	⁽¹¹⁾⁽¹⁵⁾	06/01/2027	Common Stock	10,811	⁽¹¹⁾	0	D
Stock Options (right to buy)	$7.75	10/01/2020		D			10,655	⁽¹¹⁾⁽¹⁶⁾	09/07/2028	Common Stock	10,655	⁽¹¹⁾	0	D

Explanation of Responses:

1. Pursuant to an Agreement and Plan of Merger, dated July 15, 2020 (the "Merger Agreement"), by and among HH Global Group Limited, a company registered in England and Wales ("Parent"), HH Finance Group Limited, a company registered in England and Wales, Project Idaho Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub") and InnerWorkings, Inc., a Delaware corporation (the "Registrant"), effective as of the effective time (the "Effective Time") of the merger of Merger Sub with and into the Registrant (the "Merger"), these shares of the Registrant's common stock were canceled and converted into the right to receive $3.00 in cash per share (the "Merger Consideration").

2. The number of shares reported includes 901 shares of restricted stock granted on June 1, 2017 that were scheduled to vest on June 1, 2021. Pursuant to the terms of the Merger Agreement, in each case at the Effective Time, these shares of restricted stock were fully vested, cancelled and converted into the right to receive the Merger Consideration, reduced by any withholding taxes.

3. Pursuant to the terms of the Merger Agreement, in each case at the Effective Time, these restricted stock units were automatically fully vested and cancelled and, in exchange therefor, the reporting person became entitled to the right to receive an amount in cash equal to the product of (i) the number of shares subject to such restricted stock unit award multiplied by (ii) the Merger Consideration, reduced by the amount of any withholding taxes.

4. Restricted stock units granted on September 7, 2018 that were to vest in four equal installments beginning on September 7, 2019.

5. Restricted stock units granted on October 16, 2018 that were to vest on October 16, 2021.

6. Restricted stock units granted on June 3, 2019 that were to vest in four equal installments beginning on June 3, 2020.

7. Restricted stock units granted on March 2, 2020 that were to vest as follows: (i) 25% on March 2, 2021; (ii) 25% on March 2, 2022; and (iii) 50% on March 2, 2023.

8. Represents performance-based restricted stock units previously granted to the reporting person on October 12, 2018, June 3, 2019, and March 2, 2020 (and not previously reported). Pursuant to the terms of the Merger Agreement, in each case at the Effective Time, these performance-based restricted stock units were automatically fully vested and cancelled and, in exchange therefor, the reporting person became entitled to the right to receive a payment in cash of an amount equal to the product of (y) the Merger Consideration multiplied by (z) the number of Shares earned or deemed earned with respect to such award of performance based restricted stock units (with any performance conditions applicable to such award deemed to be achieved at the greater of (1) actual performance achieved as of the day immediately prior to the Effective Date and (2) the target level of performance, which in this case was at the target level of performance), reduced by the amount of any withholding taxes.

9. Pursuant to the terms of the Merger Agreement, in each case at the Effective Time, these stock appreciation rights were automatically fully vested and cancelled and, in exchange therefor, the reporting person became entitled to the right to receive an amount in cash equal to the product of (i) the total number of shares subject to such stock appreciation right multiplied by (ii) the excess, if any, of (A) the Merger Consideration over (B) the grant price per share of such stock appreciation right, reduced by the amount of any withholding taxes.

10. Stock appreciation rights in respect of 46,018 shares granted on June 3, 2019 that were to vest in four equal installments beginning on June 3, 2020.

11. Pursuant to the terms of the Merger Agreement, in each case at the Effective Time, these stock options were automatically fully vested and cancelled and, in exchange therefor, the reporting person became entitled to the right to receive an amount in cash equal to the product of (i) the total number of shares subject to such stock option multiplied by (ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per share of such stock option, reduced by the amount of any withholding taxes.

12. Option for 14,085 shares granted on June 13, 2014 that were to vest in four equal installments beginning on June 13, 2015.

13. Option for 12,121 shares granted on June 3, 2015 that were to vest in four equal installments beginning on June 3, 2016.

14. Option for 14,184 shares granted on June 6, 2016 that were to vest in four equal installments beginning on June 6, 2017.

15. Option for 10,811 shares granted on June 1, 2017 that were to vest in four equal installments beginning on June 1, 2017.

16. Option for 10,655 shares granted on September 7, 2018 that were to vest in four equal installments beginning on September 7, 2019.

Remarks:

	/s/ Oren B. Azar	10/05/2020
	** 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).
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Innerworkings (INWK) Form 4INNERWORKINGS / Oren B. Azar ownership change