SEC Form 4: Tomas Gorny disposed to the issuer $20,044,221 worth of Common Stock (2,109,918 units at $9.50), decreasing ownership by 100% to 0 units
$EIGI
Computer Software: Prepackaged Software
Technology
| 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 |
|
|||||||||||||||
| 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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Endurance International Group Holdings, Inc. [ EIGI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 02/10/2021 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
|||||||||||||||||||||||||
| 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 | ||||||
| Common Stock | 02/10/2021 | D | 127,178 | D | $9.5(1) | 0 | D | |||
| Common Stock | 02/10/2021 | D | 71,428 | D | $9.5(2) | 0 | D | |||
| Common Stock | 02/10/2021 | D | 1,473,024 | D | $9.5(1) | 0(3) | I | By The Tomas and Aviva Gorny Family Trust | ||
| Common Stock | 02/10/2021 | D | 438,288 | D | $9.5(1) | 0(3) | I | By The Gorny 2013 Irrevocable Trust | ||
| Common Stock | 0(4) | I | By The Tomas and Aviva Gorny Irrevocable Trust | |||||||
|
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) | $12 | 02/10/2021 | D | 78,250 | (5) | (5) | Common Stock | 78,250 | (5) | 0 | D | ||||
| Explanation of Responses: |
| 1. Disposed of pursuant to the Agreement and Plan of Merger dated as of November 1, 2020 among issuer, Endure Digital Intermediate Holdings, Inc. (formerly known as Razorback Technology Intermediate Holdings, Inc.) and Endure Digital, Inc. (formerly known as Razorback technology, Inc.) (the "Merger Agreement"), pursuant to which Endure Digital, Inc. merged with and into the issuer (the "Merger") effective as of February 10, 2021. Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of the Company's common stock automatically converted into the right to receive $9.50 per share in cash (the "Merger Consideration"). |
| 2. Pursuant to the Merger Agreement, restricted stock units outstanding immediately prior to the Effective Time were vested in full, automatically canceled and converted into the right to receive the Merger Consideration for each underlying share on the closing date. |
| 3. Mr. Gorny is the grantor and trustee of The Tomas and Aviva Gorny Family Trust and the grantor of The Gorny 2013 Irrevocable Trust (collectively, the "Trusts"). Mr. Gorny disclaims beneficial ownership of the shares held by each of the Trusts, except to the extent of his pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of any such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| 4. In December 2020, an independent trustee was appointed for The Tomas and Aviva Gorny Irrevocable Trust and as a result, Mr. Gorny no longer has beneficial ownership over the shares held by the trust. |
| 5. This option, which provided for vesting of 25% of the shares on October 25, 2014 and vested in equal monthly installments thereafter until October 25, 2017, was canceled in the Merger and converted into the right to receive, for each underlying share, the difference between the exercise price of the option and the Merger Consideration. |
| Remarks: |
| /s/ Lara F. Mataac, attorney-in-fact | 02/10/2021 | |
| ** 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). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||