Sec Form 4 Filing - BAER RICHARD N @ CommerceHub, Inc. - 2016-07-22

Insider filing report for Changes in Beneficial Ownership
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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
BAER RICHARD N
2. Issuer Name and Ticker or Trading Symbol
CommerceHub, Inc. [ CHUBA]
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)
COMMERCEHUB, INC., 201 FULLER ROAD, 6TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
07/22/2016
(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 A common stock 07/22/2016 J( 1 ) V 1,097 A $ 0 1,097 D
Series C common stock 07/22/2016 J( 1 ) V 2,194 A $ 0 2,194 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) - CHUBA $ 11.76 07/27/2016 J( 2 ) V 10,330 ( 3 ) 12/31/2023 Series A common stock 10,330 $ 0 10,330 D
Stock Option (right to buy) - CHUBA $ 7.17 07/27/2016 J( 2 ) V 3,365 12/31/2016 11/08/2022 Series A common stock 3,365 $ 0 3,365 D
Stock Option (right to buy) - CHUBA $ 4.49 07/27/2016 J( 2 ) V 2,627 12/31/2016 11/08/2022 Series A common stock 2,627 $ 0 2,627 D
Stock Option (right to buy) - CHUBK $ 11.72 07/27/2016 J( 2 ) V 20,736 ( 3 ) 12/31/2023 Series C common stock 20,736 $ 0 20,736 D
Stock Option (right to buy) - CHUBK $ 7.15 07/27/2016 J( 2 ) V 6,738 12/31/2016 11/08/2022 Series C common stock 6,738 $ 0 6,738 D
Stock Option (right to buy) - CHUBK $ 4.47 07/27/2016 J( 2 ) V 5,253 12/31/2016 11/08/2022 Series C common stock 5,253 $ 0 5,253 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BAER RICHARD N
COMMERCEHUB, INC.
201 FULLER ROAD, 6TH FLOOR
ALBANY, NY12203
X
Signatures
Douglas Wolfson as Power-of-Attorney for Richard N. Baer 07/29/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Consists of shares acquired in a pro rata distribution by Liberty Interactive Corporation ("Liberty") on July 22, 2016 in connection with the spin-off of the Issuer (formerly a wholly owned subsidiary of Liberty) from Liberty (the "spin-off").
( 2 )This stock option was granted as a result of the adjustments described in this footnote. In connection with the completion of the spin-off, all option awards held by the reporting person with respect to Liberty's Liberty Ventures common stock (each, a "Pre-CH Spin Ventures Award") were adjusted pursuant to the anti-dilution provisions of the incentive plan under which the option awards were granted, such that the reporting person received (i) an adjustment to the exercise price and number of shares relating to the Pre-CH Spin Ventures Award and (ii) an option relating to shares of the corresponding series of the Issuer's common stock and an option to purchase shares of the Issuer's Series C common stock. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
( 3 )The options vest in two equal installments on December 31, 2019, and on December 31, 2020.

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