Filing Details
- Accession Number:
- 0001188112-11-001093
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2011-04-18 16:24:24
- Reporting Period:
- 2011-04-14
- Filing Date:
- 2011-04-18
- Accepted Time:
- 2011-04-18 16:24:24
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1283073 | Answers Corp | ANSW | Services-Prepackaged Software (7372) | 000000000 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1007851 | S Robert Rosenschein | C/O Answers Corporation 237 West 35Th Street Suite 1101 New York NY 10001 | Chief Executive Officer | Yes | Yes | No | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Disposition | 2011-04-14 | 300,960 | $10.50 | 0 | No | 4 | S | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | S | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Stock | Option to Purchase Common Stock | Disposition | 2011-04-14 | 241,964 | $0.00 | 241,964 | $5.06 |
| Common Stock | Option to Purchase Common Stock | Disposition | 2011-04-14 | 80,000 | $0.00 | 80,000 | $13.75 |
| Common Stock | Option to Purchase Common Stock | Disposition | 2011-04-14 | 25,000 | $0.00 | 25,000 | $11.61 |
| Common Stock | Option to Purchase Common Stock | Disposition | 2011-04-14 | 16,875 | $0.00 | 16,875 | $2.95 |
| Common Stock | Option to Purchase Common Stock | Disposition | 2011-04-14 | 3,125 | $0.00 | 3,125 | $2.95 |
| Common Stock | Option to Purchase Common Stock | Disposition | 2011-04-14 | 14,813 | $0.00 | 14,813 | $5.77 |
| Common Stock | Option to Purchase Common Stock | Disposition | 2011-04-14 | 3,187 | $0.00 | 3,187 | $5.77 |
| Common Stock | Option to Purchase Common Stock | Disposition | 2011-04-14 | 22,333 | $0.00 | 22,333 | $7.91 |
| Common Stock | Option to Purchase Common Stock | Disposition | 2011-04-14 | 9,667 | $0.00 | 9,667 | $7.91 |
| Common Stock | Option to Purchase Common Stock | Disposition | 2011-04-14 | 6,500 | $0.00 | 6,500 | $6.45 |
| Common Stock | Option to Purchase Common Stock | Disposition | 2011-04-14 | 6,500 | $0.00 | 6,500 | $6.45 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 0 | 2014-08-01 | No | 4 | D | Direct | |
| 0 | 2012-01-30 | No | 4 | D | Direct | |
| 0 | 2013-03-05 | No | 4 | D | Direct | |
| 0 | 2014-07-14 | No | 4 | D | Direct | |
| 0 | 2014-07-14 | No | 4 | D | Direct | |
| 0 | 2014-09-09 | No | 4 | D | Direct | |
| 0 | 2014-09-09 | No | 4 | D | Direct | |
| 0 | 2015-09-09 | No | 4 | D | Direct | |
| 0 | 2015-09-09 | No | 4 | D | Direct | |
| 0 | 2016-10-11 | No | 4 | D | Direct | |
| 0 | 2016-10-11 | No | 4 | D | Direct |
Footnotes
- Represents shares of the common stock, par value $0.001 per share ("Common Stock"), of Answers Corporation ("Answers.com").
- Represents (A) vested options to purchase shares of Common Stock (1) which were canceled upon completion of the merger (the "Merger") in accordance with that certain Agreement and Plan of Merger, dated as of February 2, 2011, among Answers.com, AFCV Holdings, LLC ("AFCV") and A-Team Acquisition Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of AFCV (the "Merger Agreement") and (B) fifty percent of the unvested options to purchase shares of Common Stock (1) immediately prior to the Merger which were accelerated and cancelled pursuant to an Employment Agreement between the Reporting Person and Answers.com, in each case, in exchange for a cash payment equal to the excess (if any) of (i) the product of (A) the number of shares of Common Stock subject to such options multiplied by (B) $10.50 over (ii) the aggregate exercise price of such option, without interest and less any deductions and required withholding taxes as specified in the Merger Agreement.
- Represents the remaining fifty percent of the unvested options to purchase shares of Common Stock immediately prior to the Merger which, pursuant to the Merger Agreement, were canceled upon completion of the Merger and converted into the right to receive (the "Cash Payment Right"), on the same terms and conditions (except as specifically provided in the Merger Agreement) as were applicable to such unvested options, on each date (each, a "Vesting Event") in which shares of Common Stock subject to each such unvested option would have become vested and exercisable, so long as the holder thereof is still employed by Answers.com, GuruNet Israel Ltd. ("GuruNet"), the wholly-owned subsidiary of Answers.com, or AFCV on such date, a cash payment equal to the excess (if any) of
- (i) the product of (A) the number of shares of Common Stock subject to such unvested option that would have otherwise vested on such Vesting Event, multiplied by (B) $10.50 over (ii) the aggregate exercise price of such unvested option, without interest and less any deductions and required withholding taxes as specified in the Merger Agreement; provided, however, if the Reporting Person is terminated as an employee of Answers.com, GuruNet or AFCV within twelve months from April 14, 2011, the Reporting Person will immediately receive any cash which would have been received in respect of the Reporting Person's Cash Payment Right outstanding as of the date of such termination.
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