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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 | ||||||||
Restricted Stock Unit (right to acquire) | (2) | 04/04/2016 | M | 9,094 | (4) | 07/15/2017 | Class A Common Stock | 9,094 | $ 0 | 0 | D | ||||
Restricted Stock Unit (right to acquire) | (2) | 04/04/2016 | M | 7,086 | 07/31/2016(5) | 07/31/2016 | Class A Common Stock | 7,086 | $ 0 | 0 | D | ||||
Non- qualified Stock Option (right to purchase) | (2) | 04/04/2016 | U | 12,918 | (6) | 08/31/2025 | Class A Common Stock | 12,918 | (7) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Youngwood Stephen M LEAPFROG ENTERPRISES, INC. 6401 HOLLIS ST.,STE. 100 EMERYVILLE, CA 94608 |
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/s/ Robert L. Lattuga, Attorney-in-Fact on behalf of Stephen M. Youngwood | 04/06/2016 | |
**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) | All Restricted Stock Units vested in accordance with Agreement and Plan of Merger among LeapFrog Enterprises, Inc., VTech Acquisition Sub, L.L.C. and VTech Holdings Limited dated February 5, 2016 (the "Merger Agreement"). |
(2) | Restricted Stock Units convert in Class A Common Stock on a one-for-one basis. |
(3) | All vested Restricted Stock Units converted into right to receive $1.00 per underlying share pursuant to Merger Agreement. |
(4) | Initial grant under the Issuer's 2011 Equity and Incentive Plan. The restricted stock units vested in three equal installments on the 1st, 2nd and 3rd anniversary of the date of grant, which was 7/15/2014,exercisability accelerated under terms of grant upon occurrence of a triggering issuance event. |
(5) | Annual grant under the Issuer's 2011 Equity and Incentive Plan, as amended. The awards vest on the last day of the month prior to the month of Issuer's 2016 annual meeting of stockholders, exercisability accelerated under terms of grant upon occurrence of a triggering issuance event. |
(6) | The options are exercisable last day of the month prior to the month of Issuer's 2016 annual meeting of stockholders, exercisability accelerated under terms of grant upon occurrence of a triggering issuance event. |
(7) | Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment $1,033.44, which is the product of (x) the total number of the shares subject to the option and (y) the excess of $1.00 per share over the exercise price of the option. |