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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) | $ 7.88 | 03/28/2012 | G(4) | V | 297,310 | 03/15/2011(5) | 03/15/2021 | Common Stock | 297,310 | $ 0 | 12,690 | D | |||
Stock Option (right to buy) | $ 7.88 | 03/28/2012 | G(4) | V | 297,310 | 03/15/2011(5) | 03/15/2021 | Common Stock | 297,310 | $ 0 | 297,310 | I | Alberga/Cernosia Revocable Declaration of Trust dated Oct. 26th, 2004 (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Alberga David 10182 TELESIS COURT SUITE100 SAN DIEGO, CA 92121 |
X | Chief Executive Officer |
/s/ Kourosh Vossoughi, Attorney-in-fact | 03/30/2012 | |
**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) | The Reporting Person transferred 400 shares of common stock as a gift to the David A. Alberga and Christine E. Cernosia, Trustees of the Alberga/Cernosia Revocable Declaration Trust dated October 26, 2004. |
(2) | 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. |
(3) | These Restricted Stock Units ("RSU") were granted pursuant to The Active Network, Inc. 2011 Equity Plan and vest 100% on the one-year anniversary of the grant date. Each RSU represents a contingent right to receive one share of the Company's Common Stock. |
(4) | The Reporting Person transferred these options as a gift to the David A. Alberga and Christine E. Cernosia, Trustees of the Alberga/Cernosia Revocable Declaration Trust dated October 26, 2004. |
(5) | The options are immediately exercisable, but shares purchased under such option are subject to repurchase by the Issuer at the option exercise price upon the Reporting Person's termination of service to the Issuer prior to vesting of those shares. The option vests in 48 equal monthly installments measured from such date. |