SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Hinkle John

(Last) (First) (Middle)
COMMERCEHUB, INC.
201 FULLER ROAD, 6TH FLOOR

(Street)
ALBANY NY 12203

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CommerceHub, Inc. [ CHUBA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
CIO/CISO & EVP Technical Ops
3. Date of Earliest Transaction (Month/Day/Year)
05/21/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Series C Common Stock 05/21/2018 D 51,949(1) D (2) 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) - CHUBK $16.3 05/21/2018 D 43,645 (3) 03/15/2027 Series C common stock 43,645 (4) 0 D
Stock Option (right to buy) - CHUBK $14.33 05/21/2018 D 17,156 (5) 11/09/2026 Series C common stock 17,156 (4) 0 D
Stock Option (right to buy) - CHUBK $17.34 05/21/2018 D 4,400 (6) 05/25/2027 Series C common stock 4,400 (4) 0 D
Stock Option (right to buy) - CHUBK $16.34 05/21/2018 D 63,203 (7) 07/20/2026 Series C common stock 63,203 (4) 0 D
Stock Option (right to buy) - CHUBK $6.25 05/21/2018 D 39,270 (8) 10/07/2023 Series C common stock 39,270 (4) 0 D
Explanation of Responses:
1. Includes restricted stock units ("RSUs") that were granted in March 2017, May 2017 and March 2018 with respect to the Issuer's Series C common stock. The RSUs were scheduled to vest in four equal annual installments beginning on the first anniversary of the respective grant dates.
2. Pursuant to the Agreement and Plan of Merger, dated as of March 5, 2018 (the "Merger Agreement"), by and among the Issuer, Great Dane Parent, LLC ("Great Dane Parent"), and Great Dane Merger Sub, Inc. ("Merger Sub"), a direct, wholly owned subsidiary of Great Dane Parent, on May 21, 2018, Merger Sub was merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Great Dane Parent (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of the Issuer's common stock and each of the reporting person's RSUs was converted into the right to receive $22.75 in cash.
3. 25% of the options were vested at the time of the Merger. The remainder of this stock option award was scheduled to vest in three equal installments on each of March 15, 2019, March 15, 2020 and March 15, 2021.
4. These stock options were canceled in the Merger in exchange for a cash payment based on the number of stock options canceled multiplied by the difference between the exercise price of the option and $22.75.
5. 25% of the options were vested at the time of the Merger. The remainder of this stock option award was scheduled to vest in three equal installments on each of November 9, 2018, November 9, 2019 and November 9, 2020.
6. This stock option award was scheduled to vest in four equal annual installments beginning on May 25, 2018.
7. 22.22% of the options were vested at the time of the Merger. 44.44% of the remainder of this stock option award was scheduled to vest in equal installments on each of July 20, 2018 and July 20, 2019, and the final 33.34% of this stock option award was scheduled to vest on January 20, 2021.
8. These stock options were fully vested at the time of the Merger.
/s/ John Hinkle 05/23/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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