Statement of Changes in Beneficial Ownership (4)
10 Dezember 2014 - 8:40PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
BARLOW SCOTT P
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2. Issuer Name
and
Ticker or Trading Symbol
CONVERSANT, INC.
[
CNVR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Secretary
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(Last)
(First)
(Middle)
30699 RUSSELL RANCH ROAD, STE. 250
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/10/2014
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(Street)
WESTLAKE VILLAGE, CA 91362
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $0.001 per share
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12/10/2014
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D
(1)
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94572
(2)
(3)
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D
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(4)
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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The shares were disposed of in the acquisition of the Issuer (the "Merger") by Alliance Data Systems Corporation ("Alliance Data") under the Agreement and Plan of Merger, dated September 11, 2014, by and among Alliance Data, the Issuer and Amber Sub LLC (The "Merger Agreement").
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(
2)
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The amount of securities disposed of includes 62,500 shares of restricted stock held by the Reporting Party, 28,750 of which fully vested immediately prior to the consummation of the Merger and were disposed of in the Merger in exchange for the right to receive the Merger Consideration (as defined below and less applicable tax withholding) and 33,750 of which remain subject to vesting and forfeiture conditions and were converted into restricted stock of Alliance Data pursuant to the terms and conditions of the Merger Agreement.
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(
3)
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Includes 428 shares acquired on 8/31/2014 under the Conversant, Inc. 2007 Employee Stock Purchase Plan.
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(
4)
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Pursuant to the Merger Agreement, stockholders of the Issuer received, for each share of Common Stock held by such stockholder immediately prior to the Merger, and at such stockholder's election, either (i) a combination of 0.07037 of a share, par value $0.01 per share, of Alliance Data common stock and an amount in cash equal to $35.00, (ii) 0.124014 of a share of Alliance Data common stock (the "Per Share Stock Election Consideration"), or (iii) $35.00 in cash, subject to proration and the other terms and conditions of the Merger Agreement (the "Merger Consideration").
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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BARLOW SCOTT P
30699 RUSSELL RANCH ROAD, STE. 250
WESTLAKE VILLAGE, CA 91362
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Secretary
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Signatures
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/s/ Scott P. Barlow by Lisa M Mitchell as attorney-in-fact pursuant to Power of Attorney
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12/10/2014
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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