Statement of Changes in Beneficial Ownership (4)
December 06 2016 - 5:35PM
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
*
du Toit Michael
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2. Issuer Name
and
Ticker or Trading Symbol
Everyday Health, Inc.
[
EVDY
]
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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)
President
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(Last)
(First)
(Middle)
C/O EVERYDAY HEALTH, INC., 345 HUDSON STREET, 16TH FLOOR,
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/3/2016
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(Street)
NEW YORK, NY 10014
(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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12/3/2016
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U
(1)
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54964
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D
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$10.50
(1)
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124000
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D
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Common Stock
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12/5/2016
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A
(2)
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20000
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A
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$0.00
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144000
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D
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Common Stock
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12/5/2016
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D
(3)
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82000
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D
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$10.50
(3)
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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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Explanation of Responses:
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(
1)
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Disposed of pursuant to a cash tender offer conducted in accordance with the Agreement and Plan of Merger (the "Merger Agreement"), dated October 21, 2016, among the Issuer, Ziff Davis, LLC, a Delaware limited liability company (the "Parent"), Project Echo Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser") and j2 Global, Inc. in exchange for cash consideration of $10.50 per share, without interest and less any applicable tax withholding. Pursuant to the Merger Agreement, the Purchaser merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent (the "Merger").
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(
2)
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Represents the acquisition of 20,000 shares underlying performance-based restricted stock units accelerated pursuant to the terms of the Reporting Person's employment agreement with the Issuer in connection with the Merger. An additional 20,000 shares underlying unvested performance-based restricted stock units were cancelled and extinguished for no consideration pursuant to the terms of the Merger Agreement.
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(
3)
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Pursuant to the terms of the Reporting Person's employment agreement with the Issuer, the vesting of restricted stock units for an aggregate of 82,000 shares (including 20,000 shares underlying performance-based restricted stock units, as described in footnote (2) above) was accelerated in connection with the Merger. Pursuant to the terms of the Merger Agreement, these accelerated restricted stock units were cancelled and converted into the right to receive cash consideration of $10.50 per share (without interest and less any applicable tax withholding). An additional 82,000 shares underlying unvested restricted stock units (including 20,000 shares underlying unvested performance-based restricted stock units, as described in footnote (2) above) were cancelled and extinguished for no consideration pursuant to the terms of the Merger Agreement.
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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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du Toit Michael
C/O EVERYDAY HEALTH, INC.
345 HUDSON STREET, 16TH FLOOR,
NEW YORK, NY 10014
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President
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Signatures
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/s/Alan Shapiro, Attorney-in-Fact
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12/6/2016
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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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