Commercehub (CHUBB) Form 4 CommerceHub / Richard Warren Jones 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^*

Jones Richard Warren

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/20/2017

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

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(1)	$2.66(1)	01/20/2017		A		174,535		01/20/2017	01/14/2021	Series C common stock	174,535	$0.0000	174,535(1)	D

Explanation of Responses:

1. In connection with the completion of the spin-off and internal restructuring (each as defined in the Remarks section), the award of stock appreciation rights ("SAR") held by the reporting person relating to common stock of CTI (as defined in the Remarks section) was converted into a stock option award relating to shares of the Issuer's Series C common stock pursuant to the anti-dilution provisions of the incentive plan under which the award was granted. The exercise price and number of shares subject to the option award are based on the exercise price and number of shares subject to the original SAR and the exchange ratio used in the internal restructuring to determine the number of shares of the Issuer's Series C common stock to be held by the former minority stockholders of CTI. The vesting of the option award was subject to the Issuer's satisfaction of certain performance criteria, and the performance criteria were met, resulting in the vesting of the option award.

Remarks:

On July 22, 2016, Liberty Interactive Corporation ("Liberty") completed the spin-off (the "spin-off") of the Issuer (its former wholly-owned subsidiary), which was effected by the distribution to each holder of Liberty's Liberty Ventures common stock of 0.1 of a share of the corresponding series of the Issuer's common stock and 0.2 of a share of the Issuer's Series C common stock. Immediately following the spin-off and an internal restructuring, the Issuer's business, assets and liabilities consist of its wholly-owned subsidiary Commerce Technologies, LLC (formerly Commerce Technologies, Inc. (d/b/a CommerceHub), a New York corporation) ("CTI"). Prior to the spin-off, Liberty effected an internal restructuring resulting in CTI becoming a wholly-owned subsidiary of the Issuer (the "internal restructuring") and shares of CTI's common stock held by its minority stockholders being exchanged for shares of the Issuer's Series C common stock based on an exchange ratio used for the internal restructuring.

	Douglas Wolfson as Power-of-Attorney for Richard Warren Jones	01/24/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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