4//SEC Filing
FARRELL JAMES T 4
Accession 0001209191-12-024954
CIK 0001353209other
Filed
Apr 29, 8:00 PM ET
Accepted
Apr 30, 7:34 PM ET
Size
18.9 KB
Accession
0001209191-12-024954
Insider Transaction Report
Form 4
LoopNet, Inc.LOOP
FARRELL JAMES T
Director10% Owner
Transactions
- Disposition to Issuer
Common Stock
2012-04-30−5,029,166→ 0 total(indirect: By Calera Capital Partners IV, L.P.) - Disposition to Issuer
Stock Option (Right to Buy)
2012-04-30−25,200→ 0 total(indirect: By Calera Capital Advisors, L.P.)Exercise: $7.84From: 2010-04-14Exp: 2016-04-13→ Common Stock (25,200 underlying) - Conversion
Series A Convertible Preferred Stock
2012-04-30$1000.00/sh−33,796$33,796,000→ 0 total(indirect: By Calera Capital Partners IV, L.P.)Exercise: $6.72From: 2009-04-14→ Common Stock (5,029,166 underlying) - Conversion
Series A Convertible Preferred Stock
2012-04-30$1000.00/sh−1,204$1,204,000→ 0 total(indirect: By Calera Capital Partners IV Side-By-Side, LP)Exercise: $6.72From: 2009-04-14→ Common Stock (179,166 underlying) - Disposition to Issuer
Common Stock
2012-04-30−179,166→ 0 total(indirect: By Calera Capital Partners IV Side-By-Side, LP) - Disposition to Issuer
Stock Option (Right to Buy)
2012-04-30−10,500→ 0 total(indirect: By Calera Capital Advisors, L.P.)Exercise: $10.72From: 2011-05-11Exp: 2017-05-10→ Common Stock (10,500 underlying)
Footnotes (7)
- [F1]Disposed of pursuant to a merger agreement, dated April 27, 2011, as amended, between the issuer, CoStar Group, Inc. (the "Parent") and Lonestar Acquisition Sub, Inc. (the "Merger Agreement") in exchange for a unit consisting of (i) $16.50 in cash without interest and (ii) 0.03702 shares of the Parent Common Stock per share (the "Merger Consideration").
- [F2]Calera Capital Partners IV, L.P. ("Calera") is the direct owner of 5,029,166 shares of Common Stock that may be acquired upon conversion of 33,796 shares of Series A Convertible Preferred Stock and Calera Capital Partners IV Side-By-Side, L.P., ("Side-By-Side") is the direct owner of 179,166 shares of Common Stock that may be acquired upon conversion of 1,204 shares of Series A Convertible Preferred Stock. The shares may also be deemed to be owned indirectly by Calera Capital Investors IV, L.P. ("Investors"), which is the general partner of each of Calera and Side-By-Side and Calera Capital Management IV, Inc. ("Management"), which is the general partner of Investors.
- [F3]Calera Capital Investors IV, L.P. ("Investors") and Calera Capital Management IV, Inc. ("Management") disclaim beneficial ownership of such shares except to the extent of any pecuniary interest therein. James T. Farrell, in his capacity as director and stockholder of Management, may be deemed to share voting and dispositive power over, and may be deemed to share beneficial ownership of, the shares beneficially owned by Management through its control over Investors, and indirectly, over Calera Capital Partners IV, L.P. and Calera Capital Partners IV Side-By-Side, L.P., but disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein.
- [F4]Disposed of pursuant to the Merger Agreement. Pursuant to the Merger Agreement, the options were cancelled in exchange for the Merger Consideration less the exercise price of the option.
- [F5]Pursuant to an agreement between the Reporting Person and Calera Capital Advisors, L.P. ("Calera Capital"), the Reporting Person has ceded all beneficial ownership over this Option to Calera Capital, except to the extent of his pecuniary interest as partner in Calera Capital.
- [F6]The Series A Convertible Preferred Stock is convertible at any time, at the beneficial owner's election.
- [F7]The Series A Convertible Preferred Stock has no expiration date.
Documents
Issuer
LoopNet, Inc.
CIK 0001353209
Entity typeother
Related Parties
1- filerCIK 0001279056
Filing Metadata
- Form type
- 4
- Filed
- Apr 29, 8:00 PM ET
- Accepted
- Apr 30, 7:34 PM ET
- Size
- 18.9 KB