| 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
ReachLocal Inc [ RLOC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/09/2015 | ||||||||||||||||||||||||||
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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) | $9.42 | 01/09/2015 | D | 80,000 | (1) | 05/02/2019 | Common Stock | 80,000 | (2) | 0 | D | ||||
| Stock Option (Right to Buy) | $6 | 01/09/2015 | A | 80,000 | (3) | 01/08/2022 | Common Stock | 80,000 | $0 | 80,000 | D | ||||
| Stock Option (Right to Buy) | $12.98 | 01/09/2015 | D | 14,880 | (4) | 02/13/2020 | Common Stock | 14,880 | (2) | 0 | D | ||||
| Stock Option (Right to Buy) | $6 | 01/09/2015 | A | 14,880 | (3) | 01/08/2022 | Common Stock | 14,880 | $0 | 14,880 | D | ||||
| Stock Option (Right to Buy) | $10.61 | 01/09/2015 | D | 40,000 | (5) | 02/12/2021 | Common Stock | 40,000 | (2) | 0 | D | ||||
| Stock Option (Right to Buy) | $6 | 01/09/2015 | A | 40,000 | (3) | 01/08/2022 | Common Stock | 40,000 | $0 | 40,000 | D | ||||
| Explanation of Responses: |
| 1. The shares subject to this option vested according to the following schedule: 25% of the total number of shares vested on the first anniversary of the May 3, 2012 vesting start date, and the remaining shares vested pro-rata monthly thereafter. This stock option would have been completely vested on the fourth anniversary of the vesting start date. |
| 2. On January 9, 2015, pursuant to the issuer's stock option exchange, the issuer canceled this option and in exchange granted the reporting person a stock option covering the same number of shares with an exercise price of $6.00 per share. |
| 3. The shares subject to this option vest according to the following schedule: 12.5% of the total number of shares vest on the 6-month anniversary of the January 9, 2015 vesting start date, and the remaining shares vest pro-rata monthly thereafter. This stock option will be completely vested on the fourth anniversary of the vesting start date. |
| 4. The shares subject to this option vested according to the following schedule: 25% of the total number of shares vested on the first anniversary of the February 14, 2013 vesting start date, and the remaining shares vested pro-rata monthly thereafter. This stock option would have been completely vested on the fourth anniversary of the vesting start date. |
| 5. The shares subject to this option vested according to the following schedule: 25% of the total number of shares vested on the first anniversary of the February 13, 2014 vesting start date, and the remaining shares vested pro-rata monthly thereafter. This stock option would have been completely vested on the fourth anniversary of the vesting start date. |
| /s/ Adam F. Wergeles, by power of attorney for Kristopher Barton | 01/13/2015 | |
| ** 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. | ||