1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Non-Qualified Stock Option (right to buy)
|
Â
(3)
|
05/31/2022 |
Common Stock
|
24,580
|
$
41.02
|
D
|
Â
|
Stock Option (right to buy)
|
Â
(4)
|
Â
(5)
|
Common Stock
|
2,329,016
|
$
52.7767
(6)
|
I
|
By a third party unaffiliated with the Issuer.
|
* |
If the form is filed by more than one reporting person, see Instruction 5(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) |
Includes 4,388 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Dealertrack common stock. The restricted stock units will vest on the date of the Issuer's 2016 Annual Meeting of Stockholders or such date as the director elects to defer receipt of the shares. |
(2) |
The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest. |
(3) |
The options will vest over 3 years, 33% each year on the anniversary of the grant date on June 1, 2016, June 1, 2017 and June 1, 2018. |
(4) |
These options became exercisable upon the payment of an option consideration by the Reporting Person to a third party unaffiliated with the Issuer, which occurred on or before the fifth business day after the Reporting Person's
execution of the agreement governing the terms of such options with the unaffiliated third party (the "Agreement"). |
(5) |
These options must be exercised by the Reporting Person on or before the earlier of (i) an acceleration event pursuant to the Agreement (ii) December 31, 2019. |
(6) |
In addition to the referenced conversion price, payment of which must be converted into Canadian dollars based on the opening US-CDN dollar Bank of Canada exchange rate on the effective date of the Agreement of $1.1426, the Reporting Person would be required to pay an amount equal to 91.4483% of: an interest amount paid by the unaffiliated third party when acquiring the options divided by 2,038,397. |