| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
XOOM Corp [ XOOM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/12/2015 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $0.68 | 11/12/2015 | D | 677,942 | (1) | 07/21/2016 | Common Stock | 677,942 | $0.00 | 0 | D | ||||
| Stock Option (Right to Buy) | $1 | 11/12/2015 | D | 60,031 | (2) | 04/24/2018 | Common Stock | 60,031 | $0.00 | 0 | D | ||||
| Stock Option (Right to Buy) | $4.48 | 11/12/2015 | D | 257,058 | (3) | 04/20/2020 | Common Stock | 257,058 | $0.00 | 0 | D | ||||
| Stock Option (Right to Buy) | $6.84 | 11/12/2015 | D | 500,000 | (4) | 03/15/2022 | Common Stock | 500,000 | $0.00 | 0 | D | ||||
| Stock Option (Right to Buy) | $26.52 | 11/12/2015 | D | 220,000 | (5) | 01/16/2024 | Common Stock | 220,000 | $0.00 | 0 | D | ||||
| Stock Option (Right to Buy) | $15.71 | 11/12/2015 | D | 200,000 | (6) | 02/09/2025 | Common Stock | 200,000 | $0.00 | 0 | D | ||||
| Performance Stock Units | $0.00 | 11/12/2015 | D | 81,900 | (7) | (7) | Common Stock | 81,900 | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. This option, which provided for vesting in forty-eight monthly installments from July 21, 2006 to July 21, 2010, was cancelled, terminated and extinguished pursuant to a merger agreement between the Issuer, PayPal, Inc., Timer Acquisition Corp., and PayPal Holdings, Inc., dated July 1, 2015 (the "Merger Agreement") in exchange for a cash payment in the amount by which the per share merger price of $25.00 exceeded the exercise price of the option as of the effective time of the merger, without interest and less applicable withholding taxes. |
| 2. This option, which provided for vesting in installments from April 24, 2008 to April 24, 2012 at 1/48th monthly with a one-year cliff, was cancelled, terminated and extinguished pursuant to the Merger Agreement in exchange for a cash payment in the amount by which the per share merger price of $25.00 exceeded the exercise price of the option as of the effective time of the merger, without interest and less applicable withholding taxes. |
| 3. This option, which provided for vesting in installments from April 20, 2010 to April 20, 2015 at 1/60th monthly with a one-year cliff, was cancelled, terminated and extinguished pursuant to the Merger Agreement in exchange for a cash payment in the amount by which the per share merger price of $25.00 exceeded the exercise price of the option as of the effective time of the merger, without interest and less applicable withholding taxes. |
| 4. This option, which provided for immediate exercisability as of the grant date with vesting in five annual installments after March 15, 2012, was cancelled pursuant to the Merger Agreement. The vested portion of the option for 299,999 shares was cancelled, terminated and extinguished in exchange for a cash payment in the amount by which the per share merger price of $25.00 exceeded the exercise price of the option as of the effective time of the merger, without interest and less applicable withholding taxes. The unvested portion of the option for 200,001 shares was cancelled, terminated and converted into an option to purchase 136,132 shares of PayPal Holdings, Inc. common stock at $10.05 per share. |
| 5. This option, which provided for vesting in forty-eight monthly installments after January 16, 2014, was cancelled, terminated and extinguished for no consideration pursuant to the Merger Agreement because the exercise price of such option exceeded the per share merger price of $25.00. |
| 6. This option, which provided for vesting in forty-eight monthly installments from January 29, 2015, was cancelled pursuant to the Merger Agreement. The vested portion of the option for 37,499 shares was cancelled, terminated and extinguished in exchange for a cash payment in the amount by which the per share merger price of $25.00 exceeded the exercise price of the option as of the effective time of the merger, without interest and less applicable withholding taxes. The unvested portion of the option for 162,501 shares was cancelled, terminated and converted into an option to purchase 110,608 shares of PayPal Holdings, Inc. common stock at $23.09 per share. |
| 7. This grant of performance stock units, which provided for vesting in three annual installments after January 29, 2015 subject to certain performance-based milestones, was assumed by PayPal Holdings, Inc. pursuant to the Merger Agreement and converted to a grant of restricted stock units that converted to 55,745 shares of PayPal Holdings, Inc. common stock with continued time-based vesting requirements. |
| Remarks: |
| /s/ Christopher G. Ferro, Attorney-in-Fact | 11/13/2015 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||