- Statement of Changes in Beneficial Ownership (4)
October 10 2008 - 7:22PM
Edgar (US Regulatory)
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FORM 4
[
X
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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).
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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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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Ellis Andrew C
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2. Issuer Name
and
Ticker or Trading Symbol
GREENFIELD ONLINE INC
[
SRVY
]
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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)
Senior Vice President
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(Last)
(First)
(Middle)
C/O GREENFIELD ONLINE, INC., 21 RIVER ROAD, SUITE 2000
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/8/2008
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(Street)
WILTON, CT 06897
(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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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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Options (Right to Buy)
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$2.66
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10/8/2008
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D
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13483
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(1)
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10/15/2013
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Common Stock
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13483
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(1)
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0
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D
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Options (Right to Buy)
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$13.00
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10/8/2008
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D
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14286
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(1)
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7/15/2014
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Common Stock
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14286
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(1)
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0
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D
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Options (Right to Buy)
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$14.99
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10/8/2008
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D
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15706
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(1)
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5/10/2012
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Common Stock
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15706
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(1)
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0
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D
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Options (Right to Buy)
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$14.99
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10/8/2008
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D
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14294
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(1)
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5/10/2012
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Common Stock
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14294
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(1)
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0
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D
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Options (Right to Buy)
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$7.04
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10/8/2008
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D
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80000
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(1)
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2/27/2013
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Common Stock
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80000
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(1)
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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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This option, was canceled and terminated (whether or not then vested and exercisable) as of October 8, 2008 pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 29, 2008, by and among the issuer, Crisp Acquisition Corporation and Microsoft Corporation in exchange for a cash payment for each option share in an amount equal to the excess of the Merger Consideration (defined in the Merger Agreement as $17.50 per share, net to the seller in cash, without interest) and the per share exercise price.
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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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Ellis Andrew C
C/O GREENFIELD ONLINE, INC.
21 RIVER ROAD, SUITE 2000
WILTON, CT 06897
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Senior Vice President
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Signatures
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Gary J. Kocher, Attorney-in-fact
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10/10/2008
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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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