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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 | ||||||||
| Series A Convertible Preferred Stock | $ 4.5 | 04/12/2011 | S | 58,350 | (4) | (4) | Common Stock (1) | 1,322,512 | $ 0 | 0 | I | By Fund (7) | |||
| Series A Convertible Preferred Stock | $ 4.5 | 04/12/2011 | S | 1,650 | (4) | (4) | Common Stock (1) | 37,398 | $ 0 | 0 | I | By LLC (8) | |||
| Series B Convertible Preferred Stock | $ 5.5 | 04/12/2011 | S | 68,075 | (5) | (5) | Common Stock (1) | 1,240,576 | $ 0 | 0 | I | By Fund (7) | |||
| Series B Convertible Preferred Stock | $ 5.5 | 04/12/2011 | S | 1,925 | (5) | (5) | Common Stock (1) | 35,081 | $ 0 | 0 | I | By LLC (8) | |||
| Series A Common Stock Purchase Warrants (right to buy) | $ 4.95 | 04/12/2011 | D | 648,334 | (6) | 06/16/2014 | Common Stock (1) | 648,334 | $ 0 | 0 | I | By Fund (7) | |||
| Series A Common Stock Purchase Warrants (right to buy) | $ 4.95 | 04/12/2011 | D | 18,333 | (6) | 06/16/2014 | Common Stock (1) | 18,333 | $ 0 | 0 | I | By LLC (8) | |||
| Series B Common Stock Purchase Warrants (right to buy) | $ 6.05 | 04/14/2011 | D | 618,864 | (6) | 06/10/2015 | Common Stock (1) | 618,864 | $ 0 | 0 | I | By Fund (7) | |||
| Series B Common Stock Purchase Warrants (right to buy) | $ 6.05 | 04/14/2011 | D | 17,500 | (6) | 06/10/2015 | Common Stock (1) | 17,500 | $ 0 | 0 | I | By LLC (8) | |||
| Option to Purchase Common Stock | $ 8.2 | 04/12/2011 | D | 13,154 | (2) | 06/10/2015 | Common Stock (1) | 13,154 | $ 0 | 0 | D | ||||
| Option to Purchase Common Stock | $ 8.2 | 04/12/2011 | D | 15,546 | (3) | 06/10/2015 | Common Stock (1) | 15,546 | $ 0 | 0 | D | ||||
| Option to Purchase Common Stock | $ 7.91 | 04/12/2011 | D | 2,840 | (2) | 09/09/2015 | Common Stock (1) | 2,840 | $ 0 | 0 | D | ||||
| Option to Purchase Common Stock | $ 7.91 | 04/12/2011 | D | 4,335 | (3) | 09/09/2015 | Common Stock (1) | 4,335 | $ 0 | 0 | D | ||||
| Option to Purchase Common Stock | $ 5.71 | 04/12/2011 | D | 7,175 | (3) | 09/15/2016 | Common Stock (1) | 7,175 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| DYAL R THOMAS C/O ANSWERS CORPORATION 237 WEST 35TH STREET SUITE 1101 NEW YORK, NY 10001 |
X | |||
| /s/ R. Thomas Dyal | 04/18/2011 | |
| **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) | Represents shares of the common stock, par value $0.001 per share ("Common Stock"), of Answers Corporation ("Answers.com"). |
| (2) | Represents vested options to purchase shares of Common Stock (1) which were cancelled upon completion of the merger (the "Merger") in accordance with that certain Agreement and Plan of Merger, dated as of February 2, 2011, among Answers.com, AFCV Holdings, LLC ("AFCV") and A-Team Acquisition Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of AFCV (the "Merger Agreement") in exchange for a cash payment equal to the excess (if any) of (i) the product of (A) the number of shares of Common Stock subject to such vested options multiplied by (B) $10.50 over (ii) the aggregate exercise price of such vested option, without interest and less any deductions and required withholding taxes as specified in the Merger Agreement. |
| (3) | Represents unvested options to purchase shares of Common Stock immediately prior to the Merger which, pursuant to the Merger Agreement, were accelerated and cancelled upon completion of the Merger in exchange for a cash payment equal to the excess (if any) of (i) the product of (A) the number of shares of Common Stock subject to such unvested options, multiplied by (B) $10.50 over (ii) the aggregate exercise price of such unvested option, without interest and less any deductions and required withholding taxes as specified in the Merger Agreement. |
| (4) | Represents shares of the Series A convertible preferred stock, par value $0.01 per share, of Answers.com acquired by AFCV pursuant to the Merger in accordance with the Merger Agreement. The Series A convertible preferred stock has no expiration date. |
| (5) | Represents shares of the Series B convertible preferred stock, par value $0.01 per share, of Answers.com acquired by AFCV pursuant to the Merger in accordance with the Merger Agreement. The Series B convertible preferred stock has no expiration date. |
| (6) | Represents warrants to purchase shares of Common Stock that were terminated upon the effective time of the Merger in exchange for the right to receive, following the effective time and upon surrender of the certificate representing each such warrant, only an amount of cash, without interest, equal to the product of (x) the number of shares of Common Stock issuable upon exercise of such warrant multiplied by (y) an amount equal to the excess, if any, of $10.50 over the per share exercise price in effect for such Warrant. |
| (7) | The securities are owned by Redpoint Omega, L.P. ("RO LP"), which is under common control with Redpoint Omega Associates, LLC ("ROA LLC"). Redpoint Omega, LLC ("RO LLC") is the general partner of RO LP. The Reporting Person is a Managing Director of RO LLC. As such, the Reporting Person shares voting and investment power over the shares held by RO LP and may be deemed to have indirect beneficial ownership of the shares held by RO LP. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein. |
| (8) | The securities are owned by ROA LLC as nominee for its members. The Reporting Person is a Manager of ROA LLC. As such, the Reporting Person shares voting and investment power over the shares held by ROA LLC and may be deemed to have indirect beneficial ownership of the shares held by ROA LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein. |