Statement of Changes in Beneficial Ownership (4)
07 December 2016 - 9:48AM
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
*
Wienbar Sharon L
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2. Issuer Name
and
Ticker or Trading Symbol
Everyday Health, Inc.
[
EVDY
]
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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)
C/O SCALE VENTURE MANAGEMENT, 950 TOWER LANE, SUITE 700
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/3/2016
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(Street)
FOSTER CITY, CA 94404
(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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Common Stock
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12/3/2016
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U
(1)
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2008
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D
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$10.50
(1)
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16375
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I
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See footnote
(2)
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Common Stock
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12/5/2016
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D
(3)
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16375
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D
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$10.50
(3)
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0
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I
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See footnote
(2)
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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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Explanation of Responses:
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(
1)
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Disposed of pursuant to a cash tender offer conducted in accordance with the Agreement and Plan of Merger (the "Merger Agreement"), dated
October 21, 2016, among the Issuer, Ziff Davis, LLC, a Delaware limited liability company (the "Parent"), Project Echo Acquisition Corp., a
Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser") and j2 Global, Inc. in exchange for cash consideration of $10.50
per share, without interest and less any applicable tax withholding. Pursuant to the Merger Agreement, the Purchaser merged with and into the
Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent (the "Merger").
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(
2)
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Pursuant to the policies of Scale Management LLC ("Scale Management"), the reporting person is deemed to hold the reported securities for the benefit of Scale Management. Scale Management may be deemed the indirect beneficial owner of the securities. The reporting person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.
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(
3)
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Pursuant to the terms of the award, the vesting of restricted stock units for an aggregate of 16,375 shares was accelerated in connection with the Merger. Pursuant to the terms of the Merger Agreement, these accelerated restricted stock units were cancelled and converted into the right to receive cash consideration of $10.50 per share (without interest and less any applicable tax withholding).
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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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Wienbar Sharon L
C/O SCALE VENTURE MANAGEMENT
950 TOWER LANE, SUITE 700
FOSTER CITY, CA 94404
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X
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Signatures
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/s/Alan Shapiro, Attorney-in-Fact
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12/6/2016
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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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