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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Option (Right to Buy) | $ 13.23 | 08/20/2013 | D(2) | 150,000 | 11/30/2005 | 08/30/2015 | Common Stock | 150,000 | (2) | 0 | D | ||||
Option (Right to Buy) | $ 2.01 | 08/20/2013 | D(3) | 39,062 | 12/23/2010 | 09/23/2020 | Common Stock | 39,062 | (3) | 0 | D | ||||
Stock Appreciation Right | $ 2.26 | 08/20/2013 | D(4) | 56,250 | 01/06/2012 | 10/06/2016 | Common Stock | 56,250 | (4) | 0 | D | ||||
Stock Appreciation Right | $ 4.66 | 08/20/2013 | D(5) | 56,250 | 09/14/2012 | 06/14/2017 | Common Stock | 56,250 | (5) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Morris Ian H 11332 NE 122ND WAY, SUITE 200 KIRKLAND, WA 98034 |
X | CEO |
Jacqueline Davidson, CFO, Attorney-in-fact | 08/22/2013 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Disposed of pursuant to the Agreement and Plan of Merger by and among the issuer, Trulia, Inc. ("Trulia") and Mariner Acquisition Corp., dated as of May 7, 2013 (the "Merger Agreement"), pursuant to which each outstanding share of the issuer's common stock was cancelled and converted into the right to receive (i) $6.00 in cash, without interest, plus (ii) 0.1553 shares of Trulia common stock. |
(2) | Pursuant to the Merger Agreement, the option was assumed by Trulia in the merger and replaced with an option to purchase 43,450 shares of Trulia common stock with an exercise price of $45.68 per share. The option, as originally granted, vested over 4 years at the rate of 6.25% per quarter from the grant date of August 30, 2005. |
(3) | Pursuant to the Merger Agreement, the option was assumed by Trulia in the merger and replaced with an option to purchase 11,316 shares of Trulia common stock with an exercise price of $6.94 per share. The option, as originally granted, vested over 4 years at the rate of 6.25% per quarter from the grant date of September 23, 2010. |
(4) | Pursuant to the Merger Agreement, the stock appreciation right was assumed by Trulia in the merger and replaced with a stock appreciation rate with respect to 16,294 shares of Trulia common stock with an exercise price of $7.81 per share. The stock appreciation right, as originally granted, vests over 4 years at the rate of 6.25% per quarter from the grant date of October 6, 2011. Following the effective time of the merger, the stock appreciation right will vest in equal quarterly increments over the next two years following the merger. |
(5) | Pursuant to the Merger Agreement, the stock appreciation right was assumed by Trulia in the merger and replaced with a stock appreciation rate with respect to 16,294 shares of Trulia common stock with an exercise price of $16.09 per share. The stock appreciation right, as originally granted, vests over 4 years at the rate of 6.25% per quarter from the grant date of June 14, 2012. Following the effective time of the merger, the stock appreciation right will vest in equal quarterly increments over the next two years following the merger. |