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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Common Stock | $ 18.57 | 08/16/2007 | D | 50,000 | (3) | 11/21/2012 | Common Stock | 50,000 | $ 0 | 0 | D | ||||
Common Stock | $ 43.28 | 08/16/2007 | D | 2,000 | (3) | 07/11/2016 | Common Stock | 2,000 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
KAMERSCHEN ROBERT 20 GLOVER AVENUE NORWALK, CT 06850 |
X |
Tami Pauley, Attorney in fact for Robert kamerschen | 08/20/2007 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Restricted Shares: Disposed of in exchange for the right to receive $50.00 per share, pursuant to the Agreement and Plan Merger, dated as of March 22, 2007, by and among Vertrue Incorporated, Velo Holdings Inc. and Velo Acquisition Inc., as amended by the Amendment, dated as of July 18, 2007 (as amended, the "Merger Agreement"). |
(2) | Disposed of in exchange for the right to receive $50.00 per share, pursuant to the Merger Agreement. |
(3) | Pursuant to the Merger Agreement, the option was canceled in exchange for a cash payment equal to the difference between the exercise price of the option and the merger consideration of $50.00 per share, multiplied by the number of shares subject to the option. |