Wendling Brian J Form 4 CommerceHub / Brian J Wendling 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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X

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^*

Wendling Brian J

(Last) (First) (Middle)

COMMERCEHUB, INC.

201 FULLER ROAD, 6TH FLOOR

(Street)

ALBANY NY 12203

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CommerceHub, Inc. [ CHUBA ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2018

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)
			Code	V	Amount	(A) or (D)	Price
Series A Common Stock	05/21/2018		D		2,038	D	(1)	0	D
Series C Common Stock	05/21/2018		D		23,373(2)	D	(1)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy) - CHUBK	$13.24	05/21/2018		D			2,423	(3)	05/12/2022	Series C common stock	2,423	(4)	0	D
Stock Option (right to buy) - CHUBK	$13.24	05/21/2018		D			5,769	(5)	05/12/2023	Series C common stock	5,769	(4)	0	D
Stock Option (right to buy) - CHUBA	$13.29	05/21/2018		D			1,216	(3)	05/12/2022	Series A common stock	1,216	(4)	0	D
Stock Option (right to buy) - CHUBA	$13.29	05/21/2018		D			2,895	(5)	05/12/2023	Series A common stock	2,895	(4)	0	D
Stock Option (right to buy) - CHUBA	$6.97	05/21/2018		D			2,260	(3)	03/19/2020	Series A common stock	2,260	(4)	0	D
Stock Option (right to buy) - CHUBK	$6.94	05/21/2018		D			4,518	(3)	03/19/2020	Series C common stock	4,518	(4)	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of March 5, 2018 (the "Merger Agreement"), by and among the Issuer, Great Dane Parent, LLC ("Great Dane Parent"), and Great Dane Merger Sub, Inc. ("Merger Sub"), a direct, wholly owned subsidiary of Great Dane Parent, on May 21, 2018, Merger Sub was merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Great Dane Parent (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of the Issuer's common stock was converted into the right to receive $22.75 in cash.

2. Includes restricted stock units ("RSUs") with respect to the Issuer's Series C common stock. The reporting person's RSUs were scheduled to vest upon the earlier of (i) June 16, 2018 or (ii) the date of the Issuer's 2018 annual meeting of stockholders. Pursuant to the Merger Agreement, at the effective time of the Merger, each of the reporting person's RSUs was converted into the right to receive $22.75 in cash.

3. These stock options were fully vested at the time of the Merger.

4. These stock options were canceled in the Merger in exchange for a cash payment based on the number of stock options canceled multiplied by the difference between the exercise price of the option and $22.75.

5. This stock option award was scheduled to vest in two equal installments on each of December 31, 2019 and December 31, 2020.

	/s/ Douglas Wolfson as Power-of-Attorney for Brian J. Wendling	05/23/2018
	** Signature of Reporting Person	Date
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