| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | BCOV | Common Stock | Disposed to Issuer | -$8.1M | -1.82M | -100% | $4.45 | 0 | Feb 4, 2025 | Direct | F1, F2, F3, F4 |
Marc DeBevoise is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | This Form 4 reports securities transacted pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated November 24, 2024 by and among the Issuer, Bending Spoons US Inc., a Delaware corporation ("Parent"), Bending Spoons S.p.A., an Italian societa per azioni (solely for the purposes of Section 6.11, Section 6.13 and Section 9.15 of the Merger Agreement), and Blossom Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Bending Spoons ("Merger Sub"). On February 4, 2025 (the "Effective Time"), Merger Sub merged with and into the Issuer, with the Issuer surviving the merger as a wholly-owned subsidiary of Parent. |
| F2 | Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding share of Issuer common stock, par value $0.001 per share (the "Issuer Common Stock") was cancelled and automatically converted into the right to receive $4.45 in cash, without interest (the "Merger Consideration"). |
| F3 | Includes (i) 500,000 restricted stock units previously subject to performance-based vesting conditions ("PSUs") and (ii) 891,341 restricted stock units previously subject to time-based vesting conditions (together with the PSUs, the "RSUs"). Each RSU represented the contingent right to receive one share of Issuer Common Stock upon vesting and settlement. Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each outstanding RSU (whether vested or unvested) was cancelled and extinguished in exchange for the right to receive an amount in cash (without interest and subject to any applicable withholding or other taxes) equal to the product of (i) the Merger Consideration payable with respect to such RSU multiplied by (ii) the aggregate number of shares of Issuer Common Stock subject to such RSU immediately prior to the Effective Time ("RSU Consideration"). |
| F4 | (Continued from footnote 3) With respect to each PSU, the holder thereof was entitled to RSU Consideration only to the extent the PSU became vested in accordance with its terms at or prior to the Effective Time. At the Effective Time, the PSUs were unvested. |