4//SEC Filing
ENGLISH PAUL M 4
Accession 0001181431-12-066774
CIK 0001312928other
Filed
Dec 20, 7:00 PM ET
Accepted
Dec 21, 5:02 PM ET
Size
28.8 KB
Accession
0001181431-12-066774
Insider Transaction Report
Form 4
ENGLISH PAUL M
DirectorPresident & CTO
Transactions
- Conversion
Class A Common Stock
2012-12-20+119,325→ 208,075 total(indirect: See Footnote) - Gift
Class B Common Stock
2012-12-20−88,750→ 912,940 total→ Class A Common Stock (88,750 underlying) - Gift
Class B Common Stock
2012-12-20+88,750→ 188,750 total(indirect: See Footnote)→ Class A Common Stock (88,750 underlying) - Conversion
Class B Common Stock
2012-12-20−88,750→ 100,000 total(indirect: See Footnote)→ Class A Common Stock (88,750 underlying) - Gift
Class B Common Stock
2012-12-20−119,325→ 902,803 total(indirect: See Footnote)→ Class A Common Stock (119,325 underlying) - Gift
Class B Common Stock
2012-12-20+119,325→ 219,325 total(indirect: See Footnote)→ Class A Common Stock (119,325 underlying) - Conversion
Class B Common Stock
2012-12-20−119,325→ 100,000 total(indirect: See Footnote)→ Class A Common Stock (119,325 underlying) - Conversion
Class A Common Stock
2012-12-20+88,750→ 88,750 total(indirect: See Footnote)
Holdings
- 315,880(indirect: See Footnote)
Class B Common Stock
→ Class A Common Stock (315,880 underlying) - 161,084(indirect: See Footnote)
Class B Common Stock
→ Class A Common Stock (161,084 underlying) - 315,880(indirect: See Footnote)
Class B Common Stock
→ Class A Common Stock (315,880 underlying) - 161,084(indirect: See Footnote)
Class B Common Stock
→ Class A Common Stock (161,084 underlying)
Footnotes (10)
- [F1]Pursuant to the Issuer's amended and restated certificate of incorporation each share of Class B Common Stock converted automatically into one share of Class A Common Stock upon the transfer of the Class B Common Stock to The Paul M. English 2007 Irrevocable Family Trust.
- [F10]The shares are held by the Paul M. English Family 2006 Remainder Trust for the benefit of Mr. English's family. Mr. English is neither the trustee nor the beneficiary of the trust and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- [F2]The shares are held by The Paul M. English 2007 Irrevocable Family Trust, of which Mr. English is a trustee, but not a beneficiary. Mr. English disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. The shares held by The Paul M. English 2007 Irrevocable Family Trust are subject to a lock-up agreement signed in connection with the issuer's initial public offering.
- [F3]Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock and has no expiration date. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon (i) any transfer (subject to certain exceptions), or (ii) the death of a natural person holding Class B Common Stock. All authorized shares of Class B Common Stock will each convert automatically into Class A Common Stock on the seven-year anniversary of completion of the Issuer's initial public offering of Class A Common Stock.
- [F4]This transaction involved a gift of shares of Class B Common Stock by Mr. English to The Paul M. English 2007 Irrevocable Family Trust, of which Mr. English is a co- trustee, but not a beneficiary. Mr. English disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- [F5]This transaction involved a gift of shares of Class B Common Stock by The English Family 2010 Trust to The Paul M. English 2007 Irrevocable Family Trust, of which Mr. English is a co-trustee, but not a beneficiary. Mr. English disclaims beneficial ownership of such shares held by The Paul M. English 2007 Irrevocable Family Trust except to the extent of his pecuniary interest therein. Mr. English is not a trustee or a beneficiary of The English Family 2010 Trust. Mr. English has sole voting power over the shares owned by The English Family 2010 Trust. Mr. English disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
- [F6]The shares are held by The English Family 2010 Trust, of which Mr. English is not a trustee or a beneficiary. Mr. English has sole voting power over the shares owned by the trust. Mr. English disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
- [F7]The shares are held by The Paul M. English 2009 Charitable Remainder Unitrust I of which Mr. English is a trustee and a beneficiary. Mr. English disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- [F8]The shares are held by The Paul M. English 2009 Charitable Remainder Unitrust II of which Mr. English is a trustee, but not a beneficiary. Mr. English disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- [F9]The shares are held by the Paul M. English Family 2006 Remainder Trust for the benefit of Mr. English's family. Mr. English is neither the trustee nor the beneficiary of the trust and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
Documents
Issuer
KAYAK Software Corp
CIK 0001312928
Entity typeother
Related Parties
1- filerCIK 0001533127
Filing Metadata
- Form type
- 4
- Filed
- Dec 20, 7:00 PM ET
- Accepted
- Dec 21, 5:02 PM ET
- Size
- 28.8 KB