UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Pursuant~~Date toof ~~Section 13~~Report ~~or 15~~(ddate of earliest event reported): May 7, 2018

COMMERCEHUB, INC. (Exact name of ~~the~~registrant ~~Securities~~as ~~Exchange~~specified ~~Act~~in ofits ~~1934~~charter)

Date of Report (date of earliest event reported): March 5, 2018

COMMERCEHUB, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-37840	81-1001640

(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

201 Fuller Road, 6th Floor Albany, New York 12203 (Address of principal executive offices and zip code)

Albany, New York 12203

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (518) 810-0700

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[x] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company o[ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o[ ]

~~Item~~ 1~~.01. Entry into a Material Definitive Agreement.~~

~~Merger~~Item ~~Agreement~~8.01. Other Events

On ~~March~~May 57, 2018, the following disclosure was filed by CommerceHub, Inc., a(the ~~Delaware~~“Company” ~~Corporation~~or (“CommerceHub”), ~~entered~~as ~~into~~a ansupplement ~~Agreement~~(the ~~and~~“Supplement”) ~~Plan~~to ofthe ~~Merger~~definitive ~~(the~~proxy ~~“Merger~~statement ~~Agreement”),~~filed by ~~and~~CommerceHub ~~among~~with ~~CommerceHub,~~the ~~Great~~Securities ~~Dane~~and ~~Parent,~~Exchange ~~LLC,~~Commission a(the ~~Delaware~~“SEC”) ~~limited~~on ~~liability~~April 18, ~~company~~2018 (the “~~Parent~~Proxy Statement”), ~~and~~in ~~Great~~connection ~~Dane~~with ~~Merger~~the ~~Sub, Inc.,~~solicitation aof ~~Delaware~~proxies ~~corporation~~by ~~and~~the aCompany’s ~~direct,~~board ~~wholly~~of ~~owned~~directors ~~subsidiary~~for the Special Meeting of ~~Parent~~Stockholders ~~(“Merger~~to ~~Sub”)~~be held on May 18, ~~pursuant~~2018 toand ~~which~~any ~~Merger~~adjournment ~~Sub~~or ~~will~~postponement ~~merge~~thereof (the “~~Merger~~Special Meeting”). ~~with~~This ~~and~~supplemental ~~into~~information ~~CommerceHub,~~should ~~with~~be ~~CommerceHub~~read ~~continuing~~together aswith the ~~surviving~~Proxy ~~corporation~~Statement, ~~and~~which ashould ~~wholly~~be ~~owned~~read ~~subsidiary~~in ofits ~~Parent~~entirety. ~~Parent~~Terms ~~and~~used ~~Merger~~in ~~Sub~~this ~~were~~Current ~~formed~~Report byon ~~affiliates~~Form 8-K ofand ~~GTCR~~not ~~LLC~~otherwise ~~(“GTCR”)~~defined ~~and~~herein ~~Sycamore~~have ~~Partners~~the ~~Management,~~meanings ~~L.P.~~given ~~(“Sycamore”)~~to them in the Proxy Statement.

~~Subject~~On toApril 27, ~~the~~2018, ~~terms~~a ~~and~~putative ~~conditions~~class ~~set~~action ~~forth~~complaint inwas ~~the~~filed ~~Merger~~by ~~Agreement,~~a atpurported ~~the~~stockholder ~~effective~~of ~~time~~CommerceHub ofin the ~~Merger~~United ~~(the~~States ~~“Effective~~District ~~Time”),~~Court ~~each~~for ~~share~~the ofNorthern ~~CommerceHub’s~~District ~~Series A~~of ~~common~~New ~~stock,~~York: ~~par~~Gordon ~~value~~v. $0CommerceHub, Inc.01, ~~per~~et ~~share~~al., ~~Series~~Case No. B1:18-cv-00512-FJS-DJS. ~~common~~The ~~stock,~~complaint ~~par~~names ~~value~~as ~~$0.01~~defendants ~~per~~CommerceHub ~~share,~~ and ~~Series C~~members ~~common~~of ~~stock,~~CommerceHub’s ~~par~~board ~~value~~of $0directors.01 ~~per~~The ~~share,~~complaint ~~(collectively,~~asserts ~~the~~claims ~~“Company~~under ~~Common~~Sections ~~Stock”~~14(a) and 20(~~other than (x~~a) ~~shares~~ of ~~Company~~the ~~Common~~Securities ~~Stock~~Exchange ~~held~~Act byof ~~CommerceHub~~1934 orand ~~any~~rules and ofregulations ~~its~~promulgated ~~Subsidiaries~~thereunder, ~~including~~and asalleges ~~treasury~~that ~~stock,~~CommerceHub orand bythe ~~Parent~~members ~~or any~~ of ~~its~~CommerceHub’s ~~subsidiaries,~~board ~~including~~of ~~Merger~~directors ~~Sub,~~caused ~~which~~a ~~shall~~proxy bestatement ~~cancelled~~that ~~and~~allegedly ~~will~~omitted ~~cease~~material information to ~~exist,~~be ~~(y) shares~~filed ofin ~~Company~~connection ~~Common~~with ~~Stock~~the ~~for~~merger, which ~~stockholders~~allegedly ~~have~~rendered ~~exercised~~the ~~statutory~~proxy ~~appraisal~~statement ~~rights~~false and ~~which~~misleading. ~~shall~~In beparticular, ~~entitled~~the tocomplaint ~~the~~alleges ~~appraised~~that ~~value~~CommerceHub ~~thereof,~~omitted ifmaterial ~~applicable,~~information ~~pursuant~~from tothe ~~Section 262~~disclosures ofmade in the ~~Delaware~~Proxy ~~General~~Statement ~~Corporation~~regarding ~~Laws,~~the ormerger ~~(z) as~~proposal. ~~otherwise~~Among ~~agreed~~other torelief, bythe ~~Parent~~complaint ~~with~~seeks ~~any~~a ~~holder~~declaration ofcertifying ~~shares~~a ofclass, ~~Company~~an ~~Common~~injunction ~~Stock~~to ~~who~~prevent isCommerceHub ~~also~~from anholding ~~employee~~the orSpecial ~~officer~~Meeting ofto ~~CommerceHub)~~vote ~~will~~on bethe ~~converted~~merger ~~into~~agreement and from consummating the ~~right~~merger tounless ~~receive~~and ~~cash~~until inCommerceHub discloses the ~~amount~~material ofinformation ~~$22.75~~allegedly (omitted from the ~~“Merger~~Proxy ~~Consideration”).~~Statement, ~~Each~~unspecified ~~equity~~damages, ~~award~~and ~~with~~unspecified ~~respect~~costs, toexpenses ~~shares~~and ofattorneys’ ~~Company~~fees. ~~Common~~CommerceHub ~~Stock~~believes ~~will~~that bethe ~~cancelled~~lawsuit is without merit and ~~the~~that ~~holder~~no ~~thereof~~further ~~will~~disclosure beis ~~entitled~~required to ~~receive~~supplement athe ~~cash~~Proxy ~~payment~~Statement inunder anapplicable ~~amount~~laws. ~~equal~~However, in order to eliminate the ~~product~~burden, ofexpense ~~(x)~~ and uncertainties resulting from the ~~Merger~~pending ~~Consideration~~litigation ~~(less~~and without admitting any ~~applicable~~wrongdoing ~~strike~~or ~~price~~that these supplemental disclosures are material or ~~exercise~~required ~~price)~~to ~~and~~be ~~(y)~~made, on May ~~the~~7, ~~number~~2018, ofCommerceHub ~~shares~~agreed ofto ~~Company~~supplement ~~Common~~the ~~Stock~~disclosures ~~subject~~in tothe ~~such~~Proxy ~~award,~~Statement ~~except~~as ~~for~~set ~~certain~~forth ~~exceptions~~below. ~~with~~Consequently, ~~respect~~the toplaintiff ~~equity~~agreed ~~awards~~to ~~granted~~withdraw inthe ~~calendar~~lawsuit ~~year~~with ~~2018~~prejudice.

~~The~~Supplemental ~~consummation~~Disclosure ofConcerning the Merger is subject to certain customary mutual conditions, including (i) the approval of CommerceHub’s stockholders holding a majority of the aggregate voting power of the outstanding shares of Company Common Stock, (ii) the expiration or termination of any waiting period applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) and (iii) the absence of any law or order of any court or other governmental authority that prohibits, renders illegal or permanently enjoins the consummation of the Merger. The obligation of each party to consummate the Merger is also conditioned upon (i) the accuracy of the representations and warranties of the other party as of the date of the Merger Agreement and as of the closing (subject, in certain cases, to materiality or de minimis qualifiers) and (ii) the compliance by the other party in all material respects with its pre-closing obligations under the Merger Agreement. Parent and Merger Sub’s obligation to consummate the Merger is also conditioned upon (i) the absence of a material adverse effect with respect to CommerceHub and (ii) the delivery of payoff letters with respect to certain indebtedness of CommerceHub outstanding prior to the Effective Time, if any.Proposal

~~CommerceHub~~The ~~and~~merger ~~Parent~~proposal ~~have~~seeks ~~each~~stockholder ~~made~~approval ~~customary~~for ~~representations,~~the ~~warranties~~adoption ~~and~~of ~~covenants in~~ the ~~Merger~~merger ~~Agreement~~agreement. The ~~Subject~~Company tois ~~certain~~supplementing ~~exceptions,~~its ~~the~~disclosure ~~parties~~with ~~have~~respect ~~agreed, among other things,~~ to ~~covenants relating to~~ the ~~use~~merger ofproposal ~~their~~with ~~respective~~additional ~~reasonable~~information ~~best~~concerning ~~efforts to obtain governmental and regulatory approvals. In addition, subject to~~ certain ~~exceptions,~~non-disclosure ~~CommerceHub~~agreements ~~has~~entered ~~agreed~~into toby ~~covenants~~various ~~relating~~bidders toand ~~(i)~~ the ~~conduct~~prior ofrelationships ~~its business during the interim period~~ between the ~~execution of the Merger Agreement and the Effective Time, (ii) the submission of the Merger Agreement to CommerceHub~~Company’s ~~stockholders~~financial atadvisor, ~~a special meeting thereof for approval~~Evercore, ~~(iii) the recommendation by the board of directors of CommerceHub in favor of the adoption by CommerceHub’s stockholders of the Merger Agreement~~ and ~~(iv) non-solicitation obligations of CommerceHub with respect to alternative acquisition proposals~~GTCR.

~~Either~~In ~~CommerceHub~~connection orwith ~~Parent may terminate~~ the ~~Merger~~merger ~~Agreement if (i) Parent~~proposal, ~~Merger~~the ~~Sub~~information ~~and~~set ~~CommerceHub~~forth ~~agree~~under bythe ~~mutual~~caption ~~written~~“Background ~~consent~~of ~~to do so, (ii)~~ the Merger” ~~has~~in ~~not~~the ~~been~~last ~~consummated~~paragraph on ~~or before September~~page 5,29 ~~2018 (the “Outside Date”) (provided that the Outside Date may be extended for a period~~ of ~~seventy-five days by either CommerceHub or Parent if~~ the ~~Merger~~Proxy ~~has~~Statement ~~not~~is ~~been~~amended ~~consummated~~ as a result of the approval of the Merger by CommerceHub’s stockholders not having been obtained or the waiting periods under the HSR Act not having expired or been terminated), (iii) any court or other governmental authority has issued an order or taken anyfollows:

2Accordingly, and at the direction of the board, over the next several weeks, Evercore proceeded to contact seven potential financial purchasers, including GTCR. Evercore also contacted one additional strategic party owned by a financial sponsor, which declined to pursue the acquisition of CommerceHub. Of the seven potential financial purchasers contacted, five of them (including GTCR) entered into non-disclosure agreements with CommerceHub by mid-November and two elected not to proceed. After initially entering into a non-disclosure agreement with CommerceHub, an additional one of the potential financial purchasers declined to participate shortly thereafter. Certain of the non-disclosure agreements entered into between CommerceHub and potential purchasers included a standstill and certain restrictions on the potential purchasers’ ability to request a waiver of such standstill from CommerceHub. All such provisions (other than those applicable to Sponsor B as further described below) fell away upon entry by CommerceHub into the merger agreement. Each non-disclosure agreement was negotiated by CommerceHub on an arms’-length basis with the applicable potential purchaser.

~~other~~In ~~action~~connection ~~permanently~~with ~~restraining, enjoining or otherwise prohibiting~~ the ~~Merger~~merger ~~and such order or other action is~~proposal, orthe ~~has~~information ~~become,~~set ~~final~~forth ~~and~~under ~~non-appealable, (iv)~~ the ~~approval~~caption of“Background ~~CommerceHub’s stockholders is not obtained at a meeting~~ of ~~CommerceHub’s stockholders called to adopt~~ the Merger” ~~Agreement at which a final vote was taken or (v) the other party breaches any representation, warranty or covenant that would result~~ in the ~~failure~~third offull aparagraph ~~closing~~on ~~condition to be satisfied, subject to a cure period in certain circumstances. In addition, CommerceHub may, under certain circumstances, terminate the Merger Agreement (i)~~page ~~prior~~32 ~~to the approval~~ of the ~~Merger~~Proxy byStatement CommerceHub’s stockholders, in order for CommerceHub to enter substantially concurrently into a definitive written agreement with respect to an unsolicited superior acquisition proposal, subject to CommerceHub having first complied with certain notification, match rights and other obligations or (ii) if Parent fails to consummate the Merger within three business days of CommerceHub providing notice that it is ~~ready,~~amended ~~willing and able to consummate the Merger and at such time~~ as all other conditions to closing are satisfied or waived (other than those conditions that by their nature are to be satisfied by actions taken at the closing of the Merger). Additionally, Parent may, under certain circumstances, terminate the Merger Agreement if, prior to the approval of the Merger by CommerceHub’s stockholders, (i) the board of directors of CommerceHub changes or adversely modifies its recommendation that CommerceHub’s stockholders vote in favor of adopting the Merger Agreement or (ii) CommerceHub willfully and materially breaches its non-solicitation obligations.follows:

IfOn ~~the Merger Agreement is terminated (i)~~January by29, ~~CommerceHub~~2018, ~~in order for~~ CommerceHub toexecuted ~~enter into~~ a ~~definitive~~non-disclosure ~~written~~ agreement with ~~respect~~Sponsor toB ~~an unsolicited superior acquisition proposal,~~ (~~ii) by Parent because (a)~~ the ~~board~~“Sponsor ofB ~~directors of CommerceHub changes or adversely modifies its recommendation that CommerceHub’s stockholders vote in favor of adopting the Merger Agreement or (b~~NDA”) ~~CommerceHub~~ ~~willfully~~ and ~~materially~~opened ~~breaches its non-solicitation obligations, or (iii) by (x) either party because either~~ the ~~Merger~~virtual ~~was~~data ~~not~~room ~~consummated on or before the Outside Date (as it may be extended) or the approval of CommerceHub’s stockholders was not obtained at a stockholder’s meeting at which a vote~~ to ~~approve~~representatives ~~the Merger occurred or (y) Parent if CommerceHub commits a breach~~ of ~~any~~Sponsor ~~covenant~~B. ~~that~~Similar ~~results in the failure of a closing condition~~ to ~~be satisfied (subject to a cure period in certain circumstances), but only if, in~~ the ~~case~~other of this clause (iii), an alternative acquisition proposal was previously communicated or made known and, within 12 months following the termination of the Merger Agreement, CommerceHub enters into any agreement for an alternative transaction that is subsequently consummated (whether such consummation occurs during or after such 12 month period), then CommerceHub will be obligated to pay to Parent a onenon-~~time~~disclosure ~~fee~~agreements ~~equal~~executed towith ~~$31.5~~potential ~~million~~financial inpurchasers ~~cash.~~as described

If the Merger Agreement is terminated by CommerceHub because (i) a breach of any representation, warranty or covenant on the part of Parent results in the failure of a closing condition to be satisfied (subject to a cure period in certain circumstances) or (ii) Parent fails to consummate the Merger within three Business Days of CommerceHub providing notice that it is ready, willing and able to consummate the Merger and all other conditions are satisfied or waived (other than those conditions that by their nature are to be satisfied by actions taken at the closing of the Merger), then Parent will be obligated to pay to CommerceHub a one-time fee equal to $63.0 million in cash.2

~~Parent~~above, ~~has~~the ~~obtained~~Sponsor ~~debt~~B ~~financing~~NDA ~~commitments~~included toa ~~finance~~standstill ~~the~~provision ~~transactions~~imposing ~~contemplated~~certain bylimitations ~~the~~on ~~Merger~~Sponsor ~~Agreement,~~B’s ~~including~~ability ~~the~~to ~~payment~~make ofan ~~the~~offer ~~Merger~~to ~~Consideration~~acquire toCommerceHub outside of the ~~holders~~sale ofprocess. ~~shares~~Unlike ofthe ~~Company~~other ~~Common~~potential ~~Stock~~financial purchasers, ~~payments~~Sponsor inB ~~respect~~did ofnot ~~equity~~request ~~awards~~that ~~and~~the ~~payment~~standstill ofprovisions ~~all~~set ~~related~~forth ~~fees~~in ~~and~~the ~~expenses.~~Sponsor InB ~~addition,~~NDA ~~affiliates~~fall ofaway ~~each~~upon ofCommerceHub’s ~~Sycamore~~entry ~~and~~into ~~GTCR~~the ~~have~~merger ~~(x) provided~~agreement. ~~equity~~Sponsor ~~financing~~B ~~commitments~~has the right to ~~finance~~make ~~the~~confidential ~~equity~~requests ~~portion~~of CommerceHub for a waiver of the ~~transaction~~standstill ~~and~~restrictions ~~(y) executed~~so along ~~limited~~as ~~guarantee~~any such request is made in ~~favor~~a manner that does not require public disclosure of ~~CommerceHub~~such torequest. ~~guarantee,~~Sponsor ~~subject~~B tohas ~~the~~not ~~limitations~~made ~~described~~a ~~therein,~~request ~~the~~for ~~payment~~a ofwaiver ~~Parent’s~~at ~~termination~~any ~~fee~~time, and, ~~certain~~as ~~other~~further ~~expense~~discussed ~~obligations~~below, ofSponsor ~~Parent~~B ~~and~~informed ~~Merger~~Evercore ~~Sub~~that ~~under~~it did not wish to proceed further with the ~~Merger~~sale ~~Agreement~~process.

~~The~~In ~~foregoing~~connection ~~summary~~with of the ~~Merger~~merger ~~Agreement~~proposal, ~~and~~ the ~~transactions~~information ~~contemplated~~set ~~thereby~~forth ~~does~~under ~~not~~the ~~purport~~caption to“Miscellaneous” ~~be complete and is subject to, and qualified~~ in ~~its~~the ~~entirety~~first ~~by,~~full ~~the~~paragraph ~~full~~on ~~text~~page 50 of the ~~Merger~~Proxy ~~Agreement,~~Statement ~~which~~ is ~~filed~~amended as ~~Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.~~follows:

~~The~~During ~~Merger~~the ~~Agreement~~two-year ~~and~~period prior to the ~~above~~date ~~description~~of ~~have~~Evercore’s ~~been~~opinion, ~~included~~no tomaterial ~~provide~~relationship ~~investors~~existed between Evercore and ~~security~~its ~~holders~~affiliates ~~with~~and ~~information~~CommerceHub ~~regarding~~(other than the ~~terms~~engagement ofin connection with the ~~Merger~~merger) ~~Agreement.~~or ~~They~~Parent ~~are~~or ~~not~~any ~~intended~~of its affiliates pursuant to ~~provide~~which ~~any~~compensation ~~other~~was ~~factual~~received ~~information~~by ~~about~~Evercore ~~Parent,~~or ~~Merger~~its ~~Sub~~affiliates as a result of such a relationship. Taking into account the foregoing, ~~CommerceHub~~during the two-year period prior to the date of Evercore’s opinion, orEvercore ~~their~~and ~~respective~~its ~~subsidiaries~~affiliates did provide investment banking services to GTCR or ~~affiliates~~one or ~~equityholders.~~more ~~The~~of ~~representations~~its affiliated investment funds, ~~warranties~~an ~~and~~affiliate ~~covenants~~of ~~contained~~Parent, in ~~the~~connection ~~Merger~~with ~~Agreement~~a ~~were~~certain ~~made~~unrelated ~~only~~acquisition ~~for~~transaction ~~purposes~~by ofGTCR, ~~those~~for ~~agreements~~which Evercore and asits ofaffiliates ~~specific~~have ~~dates;~~received ~~were~~compensation ~~solely~~totaling ~~for~~less ~~the~~than ~~benefit~~$5 ofmillion. ~~the~~Evercore ~~parties~~or its affiliates may provide financial or other services to CommerceHub or Parent or any of its affiliates in the ~~Merger~~future, and in connection with any such services Evercore and its affiliates may receive compensation.

3In connection with the merger proposal, the information set forth under the caption “Projected Financial Information” in the last paragraph on page 51 of the Proxy Statement is amended as follows:

~~Agreement;~~The Projections and ~~may~~Extended beFinancial ~~subject~~Projections toinclude ~~limitations~~non-GAAP ~~agreed~~measures ~~upon~~of byAdjusted ~~the~~Gross ~~parties,~~Profit ~~including~~(which ~~being~~is ~~qualified~~gross byprofit ~~confidential~~plus ~~disclosures~~share-based ~~made~~compensation, byacquisition-related ~~each~~intangible ~~contracting~~amortization ~~party~~and torestructuring ~~the~~charges), ~~other~~Adjusted ~~for~~EBITDA ~~the~~(as ~~purposes~~defined ofabove) ~~allocating~~and ~~contractual~~unlevered ~~risk~~free ~~between~~cash ~~them~~flow ~~that~~(as ~~differ~~defined ~~from~~above). ~~those~~We ~~applicable~~report toAdjusted ~~investors.~~EBITDA ~~Investors~~in ~~should~~our bereports ~~aware~~filed ~~that~~with the ~~representations,~~SEC ~~warranties~~because ~~and~~management ~~covenants~~considers orAdjusted ~~any~~EBITDA ~~description~~in ~~thereof~~reviewing ~~may~~our ~~not~~financial ~~reflect~~performance ~~the~~because ~~actual~~we ~~state~~feel it is a relevant measure of ~~facts~~the oroverall ~~condition~~efficiency of ~~Parent,~~our ~~Merger~~business ~~Sub,~~model. ~~CommerceHub~~Adjusted orEBITDA ~~any~~(as ofwell ~~their~~as ~~respective~~Adjusted ~~subsidiaries,~~Gross ~~affiliates~~Profit and unlevered free cash flow, ~~businesses~~as set forth below) is not a substitute for, or ~~equityholders.~~superior ~~Moreover~~to, ~~information~~and ~~concerning~~should ~~the~~be ~~subject~~considered ~~matter~~only ofin ~~the~~addition ~~representations~~to, ~~warranties~~net ~~and~~income ~~covenants~~(or ~~may~~the ~~change~~applicable ~~after~~comparable ~~the~~measure) ~~date~~calculated ofin ~~the~~accordance ~~Merger~~with ~~Agreement~~GAAP, reports of which ~~subsequent~~on ~~information~~a historical basis may orbe found in our 2017 Annual Report and subsequent Quarterly Reports on Form 10-Q. In addition, our computation of the non-GAAP measures described below may not be ~~fully~~comparable ~~reflected~~to inother ~~public~~similarly ~~disclosures~~titled measures computed by ~~CommerceHub~~other companies, because all companies do not calculate these measures in the same fashion.

~~Voting~~In ~~Agreement~~connection with the merger proposal, the information set forth under the caption “Projected Financial Information” in the first table on page 52 of the Proxy Statement is amended to add the following additional line items utilized in management’s Projections for fiscal years 2018 through 2020 and extrapolations of the Projections for fiscal years 2021 and 2022:

In connection with the Merger Agreement, Parent, CommerceHub (for certain limited purposes) and a charitable trust affiliated with John C. Malone (the “Trust”) entered into a Voting Agreement (the “Voting Agreement”) with respect to shares of Company Common Stock held by the Trust. Pursuant to the Voting Agreement, the Trust agreed, among other things and subject to certain conditions, to, at any meeting of stockholders of CommerceHub called to vote upon the approval of the Merger, vote all shares of Company Common Stock beneficially owned by the Trust in favor of the Merger, and to vote against certain other matters, so long as such obligations have not terminated in accordance with the terms set forth therein.

				Extended Financial
	Financial Projections			Projections
	2018	2019	2020	2021	2022
Depreciation and Amortization	$5	$5	$5	$5	$5
Purchases of Property and Equipment and Additions to Capitalized Software	($4)	($4)	($4)	($4)	($4)
(Increase) / Decrease in Net Working Capital	($0)	($0)	($1)	($2)	($2)

From the date of the Voting Agreement until the earliest of (a) the Effective Time, (b) the termination of the Merger Agreement and (c) the Outside Date, the Trust has agreed to transfer restrictions with respect to its Company Common Stock, including (i) restrictions on selling, transferring or disposing of shares of Company Common Stock and (ii) restrictions on the ability to enter into voting agreements or to grant proxies or powers of attorney with respect to its Company Common Stock, in each case, subject to certain exceptions.3

~~Pursuant~~Additional toInformation ~~the Voting Agreement, (i) Parent agreed to pay the reasonable out-of-pocket fees~~ and ~~expenses~~Where ~~incurred by the Trust in connection with the Voting Agreement in an amount not~~ to ~~exceed~~Find $75,000 and (ii) CommerceHub agreed to indemnify the Trust and its trustees, beneficiaries, representatives and advisors for losses relating to or arising out of the Voting Agreement and the Merger Agreement.It

~~The~~This ~~Voting~~Supplement ~~Agreement~~may isbe ~~filed~~deemed asto ~~Exhibit 10.1~~be tosolicitation ~~this~~material ~~Current~~in ~~Report~~respect onof ~~Form 8-K~~the ~~and~~solicitation ~~incorporated~~of ~~herein~~proxies byfrom ~~reference~~stockholders for the Special Meeting. The ~~foregoing~~Company ~~description~~has filed with the SEC and made available to the holders of ~~various~~its ~~terms~~common stock as of ~~the~~April 16, ~~Voting~~2018 ~~Agreement~~the isProxy ~~qualified~~Statement, inwhich ~~its~~contains ~~entirety~~important byinformation ~~reference~~relating to the ~~Voting~~merger ~~Agreement~~proposal. BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT, AS AMENDED AND SUPPLEMENTED BY THIS SUPPLEMENT, CAREFULLY AND IN ITS ENTIRETY BECAUSE IT CONTAINS IMPORTANT INFORMATION RELATING TO THE PROPOSAL.

~~Item~~Investors 5may obtain the Proxy Statement and other relevant materials free of charge at the SEC’s website (http://www.01sec.gov). ~~Change~~In inaddition, ~~Control~~documents filed with the SEC by the Company, including the Proxy Statement, are available free of ~~Registrant~~charge from the Company at the Investor Relations page of the Company’s website (http://ir.commercehub.com), or the website hosted by Computershare at www.envisionreports.com/CHUB.

~~(b)~~Participants in the Solicitation

The ~~information~~Company ~~contained~~and its directors and executive officers may be deemed to be participants in ~~Item~~the 1solicitation of proxies from stockholders with respect to the proposals to be considered at the Special Meeting.01 ~~above~~Information isregarding ~~incorporated~~the names, affiliations and direct or indirect interests (by ~~reference~~security ~~herein~~holdings or otherwise) of these individuals is set forth in the Proxy Statement and the other relevant documents filed with the SEC. Stockholders can find information about the Company and its directors and executive officers and their ownership of the Company’s common stock in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed with the SEC on March 1, 2018, its Form 10K/A filed with the SEC on April 27, 2018 and in its definitive proxy statement for the Special Meeting filed with the SEC on April 18, 2018.

~~Forward-looking Statements~~4

This communication includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the proposed acquisition of CommerceHub by affiliates of GTCR and Sycamore, including the expected timing of the completion of the transaction, the expected benefits of the transaction and other matters that are not historical facts. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, the satisfaction of conditions to the proposed acquisition of CommerceHub. These forward-looking statements speak only as of the date of this communication, and CommerceHub expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of CommerceHub, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, for risks and uncertainties related to CommerceHub’s business which may affect the statements made in this communication.SIGNATURE

4Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Additional Information

Date: May 7, 2018

	COMMERCEHUB, INC.

	By:	/s/ Douglas Wolfson
	Name: Douglas Wolfson
	Title: General Counsel and Secretary

Nothing in this communication shall constitute a solicitation to buy or an offer to sell shares of any series of CommerceHub’s common stock. CommerceHub stockholders and other investors are urged to read the proxy statement to be filed with the SEC because it will contain important information relating to the proposed acquisition of CommerceHub by affiliates of GTCR and Sycamore. Copies of CommerceHub’s SEC filings are available free of charge at the SEC’s website (http://www.sec.gov). Copies of the filings together with the materials incorporated by reference therein will also be available, without charge, by directing a request to Investor Relations at investor@commercehub.com.5

Participants in the Solicitation

The directors and executive officers of CommerceHub and other persons may be deemed to be participants in the solicitation of proxies in respect of any proposals relating to the proposed acquisition of CommerceHub. Information regarding the directors and executive officers of CommerceHub will be available in its proxy statement, which will be filed with the SEC, and certain of its Current Reports on Form 8-K. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be available in the proxy materials regarding the foregoing to be filed with the SEC. Free copies of these documents may be obtained as described in the preceding paragraph.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Name
2.1		Agreement and Plan of Merger, dated as of March 5, 2018, by and among Great Dane Parent, LLC, Great Dane Merger Sub, Inc. and CommerceHub, Inc.
10.1		Voting Agreement, dated as of March 5, 2018, by and among Great Dane Parent, LLC, CommerceHub, Inc. and Malone CHUB 2017 Charitable Remainder Unitrust.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 9, 2018

COMMERCEHUB, INC. By: /s/ Douglas Wolfson Name: Douglas Wolfson Title: General Counsel and Secretary

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