New User? Sign Up | Sign In

Sec Form 4 Filing - Sachse Peter R @ XO GROUP Inc - 2018-12-21

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

Enter Stock Symbol or Cik: Cik Lookup...

Search By Company or Insider Name:
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>

Email a friend >>...

SPAC List: List of Special Purpose Acquisition Companies


The following is an SEC EDGAR document rendered as filed.
Here is the list of insider trading transaction codes.

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person *
Sachse Peter R
2. Issuer Name and Ticker or Trading Symbol
XO GROUP INC. [ XOXO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O XO GROUP INC., 195 BROADWAY, 25TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
12/21/2018
(Street)
NEW YORK, NY10007
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 (Unrestricted) 12/21/2018 D 24,553 ( 1 ) D $ 35 ( 1 ) 3,225 D
Restricted Stock Awards 12/21/2018 D 3,225 ( 2 ) D $ 35 ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sachse Peter R
C/O XO GROUP INC.
195 BROADWAY, 25TH FLOOR
NEW YORK, NY10007
X
Signatures
/s/ JEFFREY YIN, attorney-in-fact for Peter Sacshe 12/21/2018
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )At the Effective Time, each share of common stock, par value $0.01 per share, of the Company (each "Share" or, collectively, the "Shares") that was outstanding immediately prior to the Effective Time (other than certain shares specified in the Merger Agreement) was cancelled and converted into the right to receive $35.00 in cash, (the "Merger Consideration") without interest and subject to applicable withholding taxes.
( 2 )At the Effective Time, each compensatory award in respect of a Share subject to vesting, repurchase or other lapse restriction (each, a "Company RSA Award") that was outstanding immediately prior to the Effective Time vested on a prorated basis based on completed service between the grant date and the date of the Effective Time. Each Share underlying the Company RSA Award that vested in accordance with the immediately preceding sentence was cancelled in exchange for the Merger Consideration and each Share underlying the Company RSA Award that did not vest in accordance with the immediately preceding sentence was cancelled for no consideration.

Remarks:
This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 24, 2018, by and among XO Group Inc. (the "Company"), WeddingWire, Inc. ("Parent"), and Wedelia Merger Sub, Corp. ("Merger Sub"), a copy of which is filed as Exhibit 2.1 to the Company's Form 8-K filed with the SEC on September 25, 2018, pursuant to which the Company became a wholly owned subsidiary of Parent (the "Merger") on December 21, 2018 (the "Effective Time")

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.