Statement of Changes in Beneficial Ownership (4)
08 February 2018 - 12:09AM
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
*
HUDES MICHAEL
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2. Issuer Name
and
Ticker or Trading Symbol
YuMe Inc
[
YUME
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Revenue Officer
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(Last)
(First)
(Middle)
C/O YUME, INC., 1204 MIDDLEFIELD ROAD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/2/2018
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(Street)
REDWOOD CITY, CA 94063
(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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2/2/2018
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U
(1)
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27965
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D
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(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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Restricted Stock Units
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(2)
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2/2/2018
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D
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24399
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(2)
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(2)
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Common Stock
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24399
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$0
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0
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D
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Restricted Stock Units
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(2)
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2/2/2018
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D
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48447
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(2)
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(2)
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Common Stock
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48447
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$0
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0
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D
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Stock Options (right to buy)
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$4.68
(3)
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2/2/2018
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D
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250250
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(3)
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3/23/2020
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Common Stock
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250250
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(3)
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0
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D
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Stock Options (right to buy)
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$9
(3)
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2/2/2018
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D
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16666
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(3)
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8/5/2023
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Common Stock
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16666
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(3)
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0
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D
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Stock Options (right to buy)
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$5.28
(3)
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2/2/2018
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D
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30000
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(3)
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5/21/2024
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Common Stock
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30000
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(3)
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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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Tendered into and disposed of upon the closing of the exchange offer initiated by Redwood Merger Sub I, Inc. ("Purchaser") pursuant to the Agreement and Plan of Merger and Reorganization by and among RhythmOne plc, ("RhythmOne"), Purchaser (a wholly owned subsidiary of RhythmOne), Redwood Merger Sub II, Inc., and Issuer, dated as of September 4, 2017 (the "Merger Agreement"), whereby Purchaser offered to exchange for each outstanding share of common stock of the Issuer ("Issuer Common Stock") the following - (continued below)
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(2)
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Disposed of pursuant to the Merger Agreement, whereby each unvested restricted stock unit in Issuer Common Stock ("RSU") was cancelled in exchange for the right to receive 1.2014 RhythmOne RSUs pursuant to the terms of the Merger Agreement.
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(3)
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Disposed of pursuant to the Merger Agreement, whereby each option to acquire Issuer Common Stock with an exercise price in excess of the Transaction Consideration Value was automatically cancelled.
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Remarks:
1.  (continued) (a) $1.70 in cash and (b) 0.7325 ordinary shares of RhythmOne, plus cash in lieu of any fractional shares of RhythmOne, in each case, without interest, and less any applicable withholding taxes (cumulatively, the "Transaction Consideration"). The market value of the Transaction Consideration is $4.36 per share (the "Transaction Consideration Value"), based on the 5-day volume-weighted average trading price of RhythmOne ordinary shares as of end of trading on February 1, 2018. The price per share of RhythmOne ordinary shares in US Dollars was determined using the spot exchange rate posted on Bloomberg at approximately 10:30 a.m. (P.T.) on February 1, 2018.
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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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HUDES MICHAEL
C/O YUME, INC.
1204 MIDDLEFIELD ROAD
REDWOOD CITY, CA 94063
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Chief Revenue Officer
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Signatures
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/s/ Michael Hudes by Amy Rothstein, Attorney-in-Fact
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2/6/2018
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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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