- Statement of Changes in Beneficial Ownership (4)
06 July 2012 - 11:58AM
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, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
COOKE KIM
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2. Issuer Name
and
Ticker or Trading Symbol
EASYLINK SERVICES INTERNATIONAL CORP
[
ESIC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
6025 THE CORNERS PARKWAY, SUITE 100
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/2/2012
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(Street)
NORCROSS, GA 30092
(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)
_
X
_ Form filed by One Reporting Person
___ 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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class A common stock
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7/2/2012
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D
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140395
(1)
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D
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$7.50
(1)
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0
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D
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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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class a common stock
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$3.00
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7/2/2012
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D
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7500
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(2)
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1/4/2014
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class A common stock
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7500
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$4.25
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0
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D
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Explanation of Responses:
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(
1)
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Disposed of in a transaction exempt under Section 16(b) of the Securities Act of 1934, as amended (the "Exchange Act"), by virtue of Rule 16b-3(e) thereunder, pursuant to an Agreement and Plan of Merger, dated as of May 1, 2012 (the "Merger Agreement"), by and among Open Text Corporation ("Parent"), Epic Acquisition Sub Inc., an indirect wholly-owned subsidiary of Parent ("Merger Sub") and EasyLink Services International Corporation (the "Company"). Under the Merger Agreement, Merger Sub was merged into the Company (the "Merger"). At the effective time of the Merger, each issued and outstanding share of the Company's class A common stock (the "Common Stock") was cancelled and converted automatically into the right to receive $7.25 in cash (the "Merger Consideration").
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(
2)
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This option was cancelled at the effective time of the Merger, in a transaction exempt under Section 16(b) of the Exchange Act, by virtue of Rule 16b-3(e) thereunder, in exchange for a cash payment of $31,875, representing the product of (i) the excess of (x) the Merger Consideration over (y) the exercise price per share of Common Stock subject to the option and (ii) the aggregate number of shares of Common Stock issuable upon exercise of the option.
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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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COOKE KIM
6025 THE CORNERS PARKWAY
SUITE 100
NORCROSS, GA 30092
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X
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Signatures
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/s/ Larry W. Shackelford Attorney-in-Fact for Kim D. Cooke
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7/5/2012
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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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