Statement of Changes in Beneficial Ownership (4)
2016年8月11日 - 5:45AM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
SALZMAN ALAN E
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2. Issuer Name
and
Ticker or Trading Symbol
ReachLocal Inc
[
RLOC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O VANTAGEPOINT CAPITAL PARTNERS, 1001 BAYHILL DRIVE, SUITE 300
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/8/2016
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(Street)
SAN BRUNO,, CA 94066
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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8/8/2016
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U
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8536
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D
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$4.60
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0
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D
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Common Stock
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8/8/2016
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U
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12589374
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D
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$4.60
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0
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I
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See footnote
(1)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (right to buy)
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$2.82
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8/9/2016
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D
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103448
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(2)
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4/28/2025
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Common Stock
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103448
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$4.60
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0
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D
(3)
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Stock Option (right to buy)
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$1.65
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8/9/2016
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D
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50000
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(2)
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5/25/2026
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Common Stock
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50000
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$4.60
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0
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D
(3)
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Explanation of Responses:
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(
1)
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Includes 48,853 shares directly held by VantagePoint Management, Inc., 237,775 shares of common stock of the issuer directly held by VantagePoint Venture Partners III, L.P., 1,952,995 shares directly held by VantagePoint Venture Partners III (Q), L.P., 846,099 shares directly held by VantagePoint Venture Partners IV, L.P., 8,451,641 shares directly held by VantagePoint Venture Partners IV (Q), L.P., 30,789 shares directly held by VantagePoint Venture Partners IV Principals Fund, L.P., and 1,021,222 shares directly held by VantagePoint Venture Partners 2006 (Q), L.P. Mr. Salzman disclaims beneficial ownership of such securities and this report shall not be deemed an admission that he is the beneficial owner of such securities, except to the extent of his pecuniary interest therein.
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(
2)
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Pursuant to the agreement and plan of merger dated June 27, 2016, by and among ReachLocal, Inc., Gannett Co., Inc., and Raptor Merger Sub, Inc., at the closing of the merger each outstanding and unexercised stock option became fully vested and was cancelled in exchange for the right to receive in cash an amount equal to the product of (i) the total number of shares of ReachLocal common stock subject to the stock option, multiplied by (ii) the excess, if any, of $4.60 over the exercise price of the option.
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(
3)
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Pursuant to arrangements between Mr. Salzman and VantagePoint Venture Associates III, L.L.C., VantagePoint Venture Associates IV, L.L.C., VantagePoint Venture Associates 2006, L.L.C., and VantagePoint Management, Inc., each such entity has beneficial ownership of the stock option issued to Mr. Salzman. As a managing member or officer of these entities, Mr. Salzman has the power to exercise the option and voting and investment power with respect to the underlying shares. Each entity, and Mr. Salzman, disclaims beneficial ownership of such securities except to the extent of it or his pecuniary interest therein.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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SALZMAN ALAN E
C/O VANTAGEPOINT CAPITAL PARTNERS
1001 BAYHILL DRIVE, SUITE 300
SAN BRUNO,, CA 94066
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X
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X
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VantagePoint Management, Inc.
1001 BAYHILL DRIVE, SUITE 300
SAN BRUNO,, CA 94066
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X
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X
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VANTAGEPOINT VENTURE ASSOCIATES III LLC
1001 BAYHILL DRIVE, SUITE 300
SAN BRUNO,, CA 94066
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X
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X
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VantagePoint Venture Associates 2006, L.L.C.
1001 BAYHILL DRIVE, SUITE 300
SAN BRUNO,, CA 94066
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X
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X
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VANTAGEPOINT VENTURE ASSOCIATES IV LLC
1001 BAYHILL DRIVE, SUITE 300
SAN BRUNO,, CA 94066
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X
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X
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Signatures
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/s/ Alan E. Salzman
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8/10/2016
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**
Signature of Reporting Person
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Date
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/s/ VantagePoint Management, Inc., By: Alan E. Salzman, Chief Executive Officer
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8/10/2016
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**
Signature of Reporting Person
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Date
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/s/ VantagePoint Venture Assocates III, L.L.C., By: Alan E. Salzman, Managing Member
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8/10/2016
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**
Signature of Reporting Person
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Date
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/s/ VantagePoint Venture Associates 2006, L.L.C., By: Alan E. Salzman, Managing Member
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8/10/2016
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**
Signature of Reporting Person
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Date
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/s/ VantagePoint Venture Associates IV, L.L.C., By: Alan E. Salzman, Managing Member
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8/10/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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