Statement of Changes in Beneficial Ownership (4)
March 11 2013 - 10:38AM
Edgar (US Regulatory)
FORM 4
[ ]
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
*
STANGER GREGORY S
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2. Issuer Name
and
Ticker or Trading Symbol
KAYAK Software Corp
[
KYAK
]
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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 KAYAK SOFTWARE CORPORATION, 55 NORTH WATER STREET, SUITE 1
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/3/2013
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(Street)
NORWALK, CT 06854
(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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3/3/2013
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M
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1683
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A
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(1)
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7153
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D
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Class A Common Stock
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3/3/2013
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D
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589
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D
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$40.08
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6564
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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 Sock Units
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(1)
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3/3/2013
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M
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1683
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(2)
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(2)
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Class A Common Stock
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1683
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$0.00
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3365
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D
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Explanation of Responses:
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(
1)
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Each restricted stock unit, once vested due to continued service as a director, represents a contingent right to receive one share of the Issuer's Class A Common Stock. Shares due upon vesting of the restricted stock units will be settled 65% in stock and 35% in cash.
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(
2)
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5,048 restricted stock units vested as of the grant date and 1,683 restricted stock units vest on each of September 3, 2012, December 3, 2012 and March 3, 2013. An additional 841 restricted stock units vest on each of June 3, 2013, September 3, 2013 and December 3, 2013 and the remaining 842 restricted stock units will vest on March 3, 2014. Vested shares will be delivered to the reporting person promptly following their vesting date.
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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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STANGER GREGORY S
C/O KAYAK SOFTWARE CORPORATION
55 NORTH WATER STREET, SUITE 1
NORWALK, CT 06854
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X
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Signatures
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/s/ David W. Mason, Attorney-in-fact
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3/11/2013
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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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