Sec Form 4 Filing - Wolfson Doug @ CommerceHub, Inc. - 2018-05-21

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 Wolfson Doug 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) General Counsel/Secretary (Last) (First) (Middle) COMMERCEHUB, INC., 201 FULLER ROAD, 6TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 05/21/2018 (Street) ALBANY, NY12203 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 Series C Common Stock 05/21/2018 D 52,132 ( 1 ) 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 Stock Option (right to buy) - CHUBK $ 8.22 05/21/2018 D 10,908 ( 3 ) 03/26/2024 Series C common stock 10,908 ( 4 ) 0 D Stock Option (right to buy) - CHUBK $ 16.34 05/21/2018 D 189,611 ( 5 ) 07/20/2026 Series C common stock 189,611 ( 4 ) 0 D Stock Option (right to buy) - CHUBK $ 16.3 05/21/2018 D 48,882 ( 6 ) 03/15/2027 Series C common stock 48,882 ( 4 ) 0 D Stock Option (right to buy) - CHUBK $ 10.74 05/21/2018 D 16,362 ( 7 ) 01/29/2025 Series C common stock 16,362 ( 4 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wolfson Doug COMMERCEHUB, INC. 201 FULLER ROAD, 6TH FLOOR ALBANY, NY12203 General Counsel/Secretary Signatures /s/ Douglas Wolfson 05/23/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes restricted stock units ("RSUs") that were granted in March 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. Also includes 605 shares acquired under the Issuer's Employee Stock Purchase Plan on March 26, 2018. ( 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 )These stock options were fully vested at the time of the Merger. ( 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 )22.22% of this stock option award vested on July 20, 2017. An additional 22.22% of this award was scheduled to vest on each of July 20, 2018 and July 20, 2019, and the final 33.34% of this award was scheduled to vest on January 20, 2021. ( 6 )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. ( 7 )Two-thirds of the options were vested at the time of the Merger. The remainder was scheduled to vest on January 29, 2019.

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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