ROGER M. MARINO - 02 Dec 2024 Form 4 Insider Report for TechTarget Holdings Inc. (TTGT)

Role
Director
Signature
Charles D. Rennick, Attorney-in-Fact
Issuer symbol
TTGT
Transactions as of
02 Dec 2024
Net transactions value
$0
Form type
4
Filing time
03 Dec 2024, 18:00:05 UTC
Previous filing
15 Aug 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TTGT Common Stock Disposed to Issuer -111,105 -100% 0 02 Dec 2024 Kramly LLC F1, F2
transaction TTGT Common Stock Disposed to Issuer -1,174,702 -100% 0 02 Dec 2024 Roger Marino 2010 Revocable Trust UAD 05/20/2010 F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction TTGT Stock Option (Right to Buy) Disposed to Issuer -5,000 -100% 0 02 Dec 2024 Common Stock 5,000 $29.64 Direct F1, F4
transaction TTGT Stock Option (Right to Buy) Disposed to Issuer -5,000 -100% 0 02 Dec 2024 Common Stock 5,000 $66.93 Direct F1, F5
transaction TTGT Stock Option (Right to Buy) Disposed to Issuer -5,000 -100% 0 02 Dec 2024 Common Stock 5,000 $73.00 Direct F1, F5
transaction TTGT Stock Option (Right to Buy) Disposed to Issuer -5,000 -100% 0 02 Dec 2024 Common Stock 5,000 $36.46 Direct F1, F5
transaction TTGT Stock Option (Right to Buy) Disposed to Issuer -5,000 -100% 0 02 Dec 2024 Common Stock 5,000 $30.21 Direct F1, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

ROGER M. MARINO is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On December 2, 2024, pursuant to the Agreement and Plan of Merger (the "Transaction Agreement") dated January 10, 2024, by and among TechTarget Holdings Inc. (formerly TechTarget, Inc.) (the "Company"), Toro CombineCo, Inc. ("NewCo"), Toro Acquisition Sub, LLC ("Merger Sub"), Informa PLC, Informa US Holdings Limited ("Informa HoldCo"), and Informa Intrepid Holdings Inc. ("Informa Intrepid"), (i) Informa HoldCo contributed to NewCo all of the issued and outstanding shares of capital stock of Informa Intrepid and $350 million in cash, in exchange for shares of CombineCo's common stock, par value $0.001 per share ("NewCo common stock") and (ii) Merger Sub merged with and into the Company, with the Company surviving the merger and becoming a direct wholly owned subsidiary of NewCo (the "Merger").
F2 Represents shares of common stock, par value $0.001 per share of the Company ("Company common stock") which, at the effective time of the Merger (the "Effective Time"), were converted into the right to receive (i) one share of NewCo common stock and (ii) $11.70 in cash (the "Transaction Consideration") per share of Company common stock.
F3 Includes shares transferred by Roger M. Marino in a non-reportable transaction.
F4 Represents vested and unvested stock options which, under the Transaction Agreement and immediately prior to the Effective Time, vested (to the extent unvested) in full, ceased to exist and were converted into the right to receive the applicable portion of the Transaction Consideration in respect of the shares of Company common stock underlying the options, reduced by the aggregate exercise price of such option and applicable withholding taxes.
F5 Represents vested stock options which, under the Transaction Agreement and immediately prior to the Effective Time, were cancelled and terminated for no consideration.