Statement of Changes in Beneficial Ownership (4)
February 10 2021 - 6:11PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
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WELLMAN ALEXI |
2. Issuer Name and Ticker or Trading Symbol
Endurance International Group Holdings, Inc.
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EIGI
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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 ENDURANCE INT'L GROUP HOLDINGS, INC., 10 CORPORATE DRIVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/10/2021 |
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(Street)
BURLINGTON, MA 01803
(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 | 2/10/2021 | | D | | 31897 | D | $9.50 (1) | 0 | D | |
| Common Stock | 2/10/2021 | | D | | 71428 | D | $9.50 (2) | 0 | D | |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security
(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) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Explanation of Responses: |
| (1) | Disposed of pursuant to the Agreement and Plan of Merger dated as of November 1, 2020 among issuer, Endure Digital Intermediate Holdings, Inc. (formerly known as Razorback Technology Intermediate Holdings, Inc.) and Endure Digital, Inc. (formerly known as Razorback technology, Inc.) (the "Merger Agreement"), pursuant to which Endure Digital, Inc. merged with and into the issuer (the "Merger") effective as of February 10, 2021. Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of the Company's common stock automatically converted into the right to receive $9.50 per share in cash (the "Merger Consideration"). |
| (2) | Pursuant to the Merger Agreement, restricted stock units outstanding immediately prior to the Effective Time were vested in full, automatically canceled and converted into the right to receive the Merger Consideration for each underlying share on the closing date. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
WELLMAN ALEXI
C/O ENDURANCE INT'L GROUP HOLDINGS, INC.
10 CORPORATE DRIVE
BURLINGTON, MA 01803 | X |
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Signatures
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| /s/ Lara F. Mataac, attorney-in-fact | | 2/10/2021 |
| **Signature of Reporting Person | Date |
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