Statement of Changes in Beneficial Ownership (4)
August 22 2013 - 7:01PM
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
*
DAVIDSON JACQUELINE L
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2. Issuer Name
and
Ticker or Trading Symbol
Market Leader, Inc.
[
LEDR
]
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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)
CFO
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(Last)
(First)
(Middle)
11332 NE 122ND WAY, SUITE 200
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/20/2013
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(Street)
KIRKLAND, WA 98034
(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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8/20/2013
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D
(1)
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428837
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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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Option (Right to Buy)
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$13.23
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8/20/2013
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D
(2)
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20000
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8/30/2006
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8/30/2015
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Common Stock
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20000
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(2)
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0
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D
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Option (Right to Buy)
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$2.01
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8/20/2013
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D
(3)
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43750
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12/23/2010
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9/23/2020
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Common Stock
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43750
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(3)
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0
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D
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Stock Appreciation Right
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$2.21
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8/20/2013
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D
(4)
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45000
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9/15/2012
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9/15/2016
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Common Stock
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45000
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(4)
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0
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D
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Stock Appreciation Right
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$4.66
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8/20/2013
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D
(5)
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30000
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6/14/2013
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6/14/2017
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Common Stock
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30000
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(5)
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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 pursuant to the Agreement and Plan of Merger by and among the issuer, Trulia, Inc. ("Trulia") and Mariner Acquisition Corp., dated as of May 7, 2013 (the "Merger Agreement"), pursuant to which each outstanding share of the issuer's common stock was cancelled and converted into the right to receive (i) $6.00 in cash, without interest, plus (ii) 0.1553 shares of Trulia common stock. Also includes restricted stock units for 22,969 shares which were assumed by Trulia in the merger and replaced with restricted stock units to acquire 6,653 shares of Trulia common stock. The restricted stock units, as originally granted, vest over 4 years at the rate of 25% on the first anniversary of the grant date and 6.25% per quarter thereafter.
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(
2)
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Pursuant to the Merger Agreement, the option was assumed by Trulia in the merger and replaced with an option to purchase 5,793 shares of Trulia common stock with an exercise price of $45.68 per share. The option, as originally granted, vested over 4 years at the rate of 25% on the first anniversary of the grant date of August 30, 2005 and 6.25% per quarter thereafter.
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(
3)
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Pursuant to the Merger Agreement, the option was assumed by Trulia in the merger and replaced with an option to purchase 12,674 shares of Trulia common stock with an exercise price of $6.94 per share. The option, as originally granted, vested over 4 years at the rate of 25% on the first anniversary of the grant date of September 23, 2010 and 6.25% per quarter thereafter.
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(
4)
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Pursuant to the Merger Agreement, the stock appreciation right was assumed by Trulia in the merger and replaced with a stock appreciation rate with respect to 13,035 shares of Trulia common stock with an exercise price of $7.63 per share. The stock appreciation right, as originally granted, vests over 4 years at the rate of 25% on the first anniversary of the grant date of September 15, 2011 and 6.25% per quarter thereafter.
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(
5)
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Pursuant to the Merger Agreement, the stock appreciation right was assumed by Trulia in the merger and replaced with a stock appreciation rate with respect to 8,690 shares of Trulia common stock with an exercise price of $16.09 per share. The stock appreciation right, as originally granted, vests over 4 years at the rate of 25% on the first anniversary of the grant date of June 14, 2012 and 6.25% per quarter thereafter.
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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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DAVIDSON JACQUELINE L
11332 NE 122ND WAY, SUITE 200
KIRKLAND, WA 98034
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CFO
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Signatures
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/s/ Jacqueline Davidson, CFO
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8/22/2013
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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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