John Orlando Form 4 Endurance International / John Orlando 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^*

Orlando John

(Last) (First) (Middle)

C/O ENDURANCE INT'L GROUP HOLDINGS, INC.

10 CORPORATE DRIVE, SUITE 300

(Street)

BURLINGTON MA 01803

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Endurance International Group Holdings, Inc. [ EIGI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2021

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
Common Stock	02/10/2021		D		188,910	D	$9.5(1)	0	D
Common Stock	02/10/2021		D		449,178	D	$9.5(2)	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)	$11.1	02/10/2021		D			15,766	(3)	(3)	Common Stock	15,766	(3)	0	D
Stock Option (right to buy)	$9.24	02/10/2021		D			21,644	(4)	(4)	Common Stock	21,644	(4)	0	D
Stock Option (right to buy)	$7.5	02/10/2021		D			83,333	(5)	(5)	Common Stock	83,333	(5)	0	D
Stock Option (right to buy)	$7.99	02/10/2021		D			78,223	(6)	(6)	Common Stock	78,223	(6)	0	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger dated as of November 1, 2020 among issuer, Endure Digital Intermediate Holdings, Inc. (formerly known as Razorback Technology Intermediate Holdings, Inc.) and Endure Digital, Inc. (formerly known as Razorback technology, Inc.) (the "Merger Agreement"), pursuant to which Endure Digital, Inc. merged with and into the issuer (the "Merger") effective as of February 10, 2021. Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of the Company's common stock automatically converted into the right to receive $9.50 per share in cash (the "Merger Consideration").

2. Pursuant to the Merger Agreement, restricted stock units outstanding immediately prior to the Effective Time were vested in full, automatically canceled and converted into the right to receive the Merger Consideration for each underlying share on the closing date.

3. This option, which provided for vesting of one-fourth of the shares on April 1, 2017 and vested in equal monthly installments thereafter until April 1, 2020, was canceled in the Merger and converted into the right to receive, for each underlying share, the difference between the exercise price of the option and the Merger Consideration.

4. This option, which provided for vesting of one-fourth of the shares on July 15, 2017 and vested in equal monthly installments thereafter until July 15, 2020, was canceled in the Merger and converted into the right to receive, for each underlying share, the difference between the exercise price of the option and the Merger Consideration.

5. This option, which provided for vesting of one-third of the shares on April 26, 2019 and vesting in equal monthly installments thereafter until April 26, 2021, was canceled in the Merger and converted into the right to receive, for each underlying share, the difference between the exercise price of the option and the Merger Consideration.

6. This option, which provided for vesting of one-third of the shares on February 6, 2020 and vesting in equal monthly installments thereafter until February 6, 2022, was canceled in the Merger and converted into the right to receive, for each underlying share, the difference between the exercise price of the option and the Merger Consideration.

Remarks:

	/s/ Lara F. Mataac, attorney-in-fact	02/10/2021
	** Signature of Reporting Person	Date
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