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 Constant Contact, Inc. [ CTCT ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 02/09/2016 | ||||||||||||||||||||||||||
| 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 | 02/09/2016 | D | 11,782 | D | $32(1) | 0 | 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 | ||||||||
| Stock Option (Right to Buy) | $28.76 | 02/09/2016 | D | 14,062 | (2) | (2) | Common Stock | 14,062 | $0.00 | 0 | D | ||||
| Stock Option (Right to Buy) | $13.09 | 02/09/2016 | D | 14,450 | (3) | (3) | Common Stock | 14,450 | $0.00 | 0 | D | ||||
| Restricted Stock Units | (4) | 02/09/2016 | D | 11,887 | (5) | (5) | Common Stock | 11,887 | $0.00 | 0 | D | ||||
| Restricted Stock Units | (4) | 02/09/2016 | D | 937 | (5) | (5) | Common Stock | 937 | $0.00 | 0 | D | ||||
| Stock Option (Right to Buy) | $13.75 | 02/09/2016 | D | 4,125 | (6) | (6) | Common Stock | 4,125 | $0.00 | 0 | D | ||||
| Restricted Stock Units | (4) | 02/09/2016 | D | 6,143 | (5) | (5) | Common Stock | 6,143 | $0.00 | 0 | D | ||||
| Restricted Stock Units | (4) | 02/09/2016 | D | 5,490 | (7) | (7) | Common Stock | 5,490 | $0.00 | 0 | D | ||||
| Restricted Stock Units | (4) | 02/09/2016 | D | 10,751 | (5) | (5) | Common Stock | 10,751 | $0.00 | 0 | D | ||||
| Restricted Stock Units | (4) | 02/09/2016 | D | 8,461 | (5) | (5) | Common Stock | 8,461 | $0.00 | 0 | D | ||||
| Restricted Stock Units | (4) | 02/09/2016 | D | 8,273 | (8) | (8) | Common Stock | 8,273 | $0.00 | 0 | D | ||||
| Restricted Stock Units | (4) | 02/09/2016 | D | 7,251 | (5) | (5) | Common Stock | 7,251 | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. Disposed of upon the effectiveness of the merger of Paintbrush Acquisition Corporation ("Paintbrush"), a wholly owned subsidiary of Endurance International Group Holdings, Inc. ("EIGI"), with and into the issuer on February 9, 2016 pursuant to a merger agreement dated October 30, 2015 by and among EIGI, Paintbrush and the issuer. |
| 2. Upon the effectiveness of the merger, the option was canceled in exchange for a cash payment of $45,560.88 (representing a price per share equal to the difference between the offer price of $32 per share and the exercise price of the option). |
| 3. Upon the effectiveness of the merger, options to purchase 5,780 shares of common stock were canceled in exchange for a replacement stock option award for shares of the common stock of EIGI, in an amount equal to the number of canceled options multiplied by the ratio of $32 divided by the average price of EIGI common stock during the ten consecutive trading days ending on February 5, 2016, the second-to-last trading day prior to the effective date of the merger. The remainder of the option was canceled in exchange for a cash payment of $163,949.70 (representing a price per share equal to the difference between the offer price of $32 per share and the exercise price of the option). |
| 4. Each restricted stock unit represented a contingent right to receive one share of issuer common stock. |
| 5. Upon the effectiveness of the merger, each restricted stock unit was canceled in exchange for a replacement restricted stock unit award for shares of the common stock of EIGI, in an amount equal to the number of canceled restricted stock units multiplied by the ratio of $32 divided by the average price of EIGI common stock during the ten consecutive trading days ending on February 5, 2016, the second-to-last trading day prior to the effective date of the merger. |
| 6. Upon the effectiveness of the merger, options to purchase 1,875 shares of common stock were canceled in exchange for a replacement stock option award for shares of the common stock of EIGI, in an amount equal to the number of canceled options multiplied by the ratio of $32 divided by the average price of EIGI common stock during the ten consecutive trading days ending on February 5, 2016, the second-to-last trading day prior to the effective date of the merger. The remainder of the option was canceled in exchange for a cash payment of $41,062.50 (representing a price per share equal to the difference between the offer price of $32 per share and the exercise price of the option). |
| 7. Upon the effectiveness of the merger, the restricted stock units vested and were exchanged for a cash payment of $175,680 (representing a price of $32 per restricted stock unit). |
| 8. Upon the effectiveness of the merger, the restricted stock units vested and were exchanged for a cash payment of $264,736 (representing a price of $32 per restricted stock unit). |
| Remarks: |
| Robert P. Nault, attorney-in-fact | 02/10/2016 | |
| ** 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. | ||