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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 | ||||||||
Stock Option (right to buy) | $ 13.06 | 05/23/2012 | A | 195,313 | (4) | 05/23/2022 | Common Stock | 195,313 | $ 0 | 195,313 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Alberga David 10182 TELESIS COURT SUITE 100 SAN DIEGO, CA 92121 |
X | Chief Executive Officer |
/s/ Kourosh Vossoughi, Attorney-in-fact | 05/25/2012 | |
**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) | Mr. Alberga is the trustee of The Alberga/Cernosia Revocable Declaration of Trust dated October 26th, 2004 and has voting and dispositive power with respect to these shares. Mr. Alberga disclaims beneficial ownership except to the extent of his pecuniary interest therein. |
(2) | These Restricted Stock Units ("RSUs") were granted pursuant to The Active Network, Inc. 2011 Equity Plan and vest 25% on the first year anniversary of the grant date and in equal installments on each of the three anniversaries thereafter, subject to the reporting person's continuous employment through each of the vesting dates. Each RSU represents a contingent right to receive one share of the Company's Common Stock. |
(3) | Includes 600 shares acquired under The Active Network, Inc. 2011 Employee Stock Purchase Plan on May 15, 2012. |
(4) | The option vests over four years in equal monthly installments, subject to the reporting person's continuous employment through each of the vesting dates; however, such options do not become exercisable until the Company's 15-day moving average stock price meets or exceeds (a) $20.00 within two years from the grant date, (b) $22.50 within three years from the grant date, or (c) $25.00 within four years from the grant date. |