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) 01/29/2016 | ||||||||||||||||||||||||||
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 | 01/29/2016 | F | 89,424(1) | D | $45.51 | 361,662 | D | |||
Common Stock | 01/29/2016 | D | 361,662 | D | $0(2) | 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 | ||||||||
Employee Stock Option (Right to Buy) | $13.29 | 01/29/2016 | D | 89,000 | (3) | 11/06/2021 | Common Stock | 89,000 | (3) | 0.0000 | D | ||||
Stock Appreciation Rights | $14.5 | 01/29/2016 | D | 75,000 | (4) | 06/15/2019 | Common Stock | 75,000 | (4) | 0.0000 | D | ||||
Stock Option (Right to Buy) | $14.5 | 01/29/2016 | D | 200,000 | (5) | 06/15/2019 | Common Stock | 200,000 | (5) | 0.0000 | D | ||||
Stock Option (Right to Buy) | $29.73 | 01/29/2016 | D | 160,000 | (6) | 12/23/2020 | Common Stock | 160,000 | (6) | 0.0000 | D |
Explanation of Responses: |
1. Shares withheld for payment of taxes on vesting of restricted stock units; not an open market transaction. |
2. Disposed of pursuant to merger agreement among the issuer, comScore, Inc. ("comScore") and Rum Acquisition Corporation in exchange for an aggregate of 415,911 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. This option, which provided for vesting in three equal annual installments beginning on November 6, 2013, was assumed by comScore in the merger and replaced with an option to purchase 102,350 shares of comScore common stock for $11.56 per share. |
4. This stock appreciation right, which provided for vesting in four equal annual installments beginning on June 15, 2010, was assumed by comScore in the merger and replaced with a stock appreciation right with respect to 86,250 shares of comScore common stock and a grant price of $12.61 per share. |
5. This option, which provided for vesting in four equal annual installments beginning on June 15, 2010, was assumed by comScore in the merger and replaced with an option to purchase 230,000 shares of comScore common stock for $12.61 per share. |
6. This option, which vested with respect to two-thirds of the shares on June 30, 2013 and one-third of the shares on December 31, 2014, was assumed by comScore in the merger and replaced with an option to purchase 184,000 shares of comScore common stock for $25.86 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. |