Sec Form 4 Filing - Spitz David J @ CHANNELADVISOR CORP - 2022-11-15

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

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1. Name and Address of Reporting Person Spitz David J 2. Issuer Name and Ticker or Trading Symbol CHANNELADVISOR CORP [ ECOM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) C/O CHANNELADVISOR CORPORATION, 3025 CARRINGTON MILL BOULEVARD, STE. 500 3. Date of Earliest Transaction (MM/DD/YY) 11/15/2022 (Street) MORRISVILLE, NC27560 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 11/15/2022 D 249,577 D 170,157 D Common Stock( 2 ) 11/15/2022 D 170,157 D 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 Employee Stock Option (right to buy) $ 8.8 11/15/2022 D 62,500 ( 4 ) 03/08/2023 Common Stock 62,500 ( 5 ) 0 D Employee Stock Option (right to buy) $ 10.75 11/15/2022 D 116,600 ( 6 ) 03/01/2026 Common Stock 116,600 ( 5 ) 0 D Employee Stock Option (right to buy) $ 10.35 11/15/2022 D 177,349 ( 7 ) 03/06/2027 Common Stock 177,349 ( 5 ) 0 D Employee Stock Option (right to buy) $ 14.85 11/15/2022 D 76,657 ( 8 ) 06/01/2028 Common Stock 76,657 ( 5 ) 0 D Employee Stock Option (right to buy) $ 13.04 11/15/2022 D 87,898 ( 9 ) 03/01/2029 Common Stock 87,898 ( 5 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Spitz David J C/O CHANNELADVISOR CORPORATION 3025 CARRINGTON MILL BOULEVARD, STE. 500 MORRISVILLE, NC27560 X President and CEO Signatures /s/ Brian F. Leaf, attorney-in-fact 11/15/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On November 15, 2022, the effective date (the "Effective Date") of the merger between the Issuer, CommerceHub, Inc., a Delaware corporation ("CommerceHub") and CH Merger Sub, Inc., a Delaware corporation ("CH Merger Sub") and a wholly owned subsidiary of CommerceHub pursuant to which CH Merger Sub merged with and into the Issuer with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of CommerceHub (the "Merger"), each share of the Issuer's common stock was cancelled in exchange for $23.10 per share. ( 2 )The security represents restricted stock units granted to the reporting person. Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer. ( 3 )On the Effective Date, pursuant to the Merger, restricted stock units were cancelled in exchange for the right to receive (i) with respect to the vested portion of such restricted stock units, cash payment equal to (A) the total number of shares of common stock underlying such vested restricted stock units, multiplied by (B) $23.10, less applicable tax withholdings, and (ii) with respect to the unvested portion of such restricted stock units, the right to receive cash equal to (A) the total number of shares of common stock underlying such unvested restricted stock units, multiplied by (B) $23.10, less applicable tax withholdings, which right to receive cash will vest in accordance with the vesting dates of the original restricted stock units, subject to the reporting person's continued service with CommerceHub or its affiliates. ( 4 )This option vested in 16 equal quarterly installments from April 1, 2013 to January 1, 2017. ( 5 )On the Effective Date, pursuant to the Merger, each outstanding stock option was cancelled in exchange for the right to receive (i) with respect to the vested portion of such stock option, a cash payment equal to the product of (A) the total number of shares of common stock underlying the vested portion of the option, multiplied by (B) the excess, if any, of (1) $23.10 over (2) the per share exercise price for such option, less applicable tax withholdings, and (ii) with respect to the unvested portion of such stock option, the right to receive cash equal to the product of (A) the number of shares of common stock underlying the unvested portion of the option, multiplied by (B) the excess, if any, of (1) $23.10 over (2) the per share exercise price for such option, less applicable tax withholdings, which right to receive cash will vest in accordance with the vesting dates of the original option, subject to the reporting person's continued service with CommerceHub or its affiliates. ( 6 )This option vested in four annual installments from March 1, 2017 through March 1, 2020. ( 7 )This option vested in four annual installments from March 6, 2018 through March 6, 2021. ( 8 )This option vested in four annual installments from June 1, 2019 through June 1, 2022. ( 9 )This option vests in four annual installments beginning on March 1, 2020 and continuing through March 1, 2023.

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