Wheeless Naomi 4
4 · Eventbrite, Inc. · Filed Mar 12, 2026
Research Summary
AI-generated summary of this filing
Eventbrite (EB) Director Naomi Wheeless Cashes Out 189,865 Shares
What Happened
Naomi Wheeless, a director of Eventbrite, disposed of a total of 189,865 securities on March 10, 2026 as part of Eventbrite’s merger with Bending Spoons. The breakdown reported: 89,888 shares and 79,051 shares (common stock) plus 10,403; 6,852; and 3,671 derivative units (RSUs or similar). Under the merger terms, outstanding Class A and Class B shares and time‑based restricted stock units were converted into the right to receive $4.50 per share. Based on that per‑share consideration, the cash amounts approximate:
- 89,888 shares × $4.50 = $404,496.00
- 79,051 shares × $4.50 = $355,729.50
- 10,403 units × $4.50 = $46,813.50
- 6,852 units × $4.50 = $30,834.00
- 3,671 units × $4.50 = $16,519.50
Total cash received ≈ $854,392.50. The filing lists these as dispositions to the issuer (i.e., cashed out under the merger), not open‑market sales.
Key Details
- Transaction date: March 10, 2026; Form 4 filed March 12, 2026 (filed within the usual 2‑business‑day window).
- Per‑share merger consideration: $4.50 in cash (no interest, subject to withholding).
- Shares owned after transaction: not reported in this filing.
- Footnotes: Merger Agreement converted outstanding shares and time‑based RSUs into cash at $4.50/share. The filing also notes that any out‑of‑the‑money options were cancelled and converted to a cash payment determined by a Black‑Scholes calculation (the filing references a specific calculated cash amount for such options).
- Transaction type: Dispositions to the issuer due to a corporate merger (not an open‑market sale).
Context
These disposals were part of the company being acquired and reflect the contractual cash‑out of equity and time‑based awards under the merger, not a voluntary market sale by the insider. Such merger cash‑outs are standard and do not necessarily indicate the insider’s view of future performance.
Insider Transaction Report
- Disposition to Issuer
Class A Common Stock
[F1]2026-03-10−89,888→ 79,051 total - Disposition to Issuer
Class A Common Stock
[F2]2026-03-10−79,051→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
[F3]2026-03-10−10,403→ 0 totalExercise: $11.81Exp: 2030-09-09→ Class A Common Stock (10,403 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F3]2026-03-10−6,852→ 0 totalExercise: $12.10Exp: 2032-06-08→ Class A Common Stock (6,852 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F3]2026-03-10−3,671→ 0 totalExercise: $21.32Exp: 2031-06-08→ Class A Common Stock (3,671 underlying)
Footnotes (3)
- [F1]On March 10, 2026, pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 1, 2025, by and among Eventbrite, Inc., a Delaware corporation (the "Issuer"), Bending Spoons US Inc., a Delaware corporation ("Parent") and a wholly owned subsidiary of Bending Spoons S.p.A., and Everest Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer surviving the Merger as a wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger (the "Effective Time"), subject to the terms and conditions of the Merger Agreement, each share of Class A common stock and Class B common stock issued and outstanding immediately prior to the Effective Time (subject to certain exceptions) was converted into the right to receive $4.50 in cash, without interest and subject to applicable withholding taxes (the "Merger Consideration").
- [F2]At the Effective Time, each time-based Issuer restricted stock unit (including deferred restricted stock units, each an "Issuer RSU") that was outstanding immediately prior to the Effective Time (whether vested or unvested) was cancelled and converted into the right to receive (without interest) an amount in cash equal to (x) the total number of shares underlying such Issuer RSU, multiplied by (y) the Merger Consideration.
- [F3]At the Effective Time, any option to purchase shares of Class A Common Stock that was outstanding and unexercised immediately prior to the Effective Time for which the exercise price exceeded the Merger Consideration (whether vested or unvested) was cancelled and converted into the right to receive (without interest) an amount in cash equal to $10,583.21, which was determined based on a Black-Scholes model.