SEC Form 4
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*
Spitz David J

(Last) (First) (Middle)
C/O CHANNELADVISOR CORPORATION
3025 CARRINGTON MILL BOULEVARD

(Street)
MORRISVILLE NC 27560

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CHANNELADVISOR CORP [ ECOM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
02/16/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Common Stock 02/16/2021 M 86,753 A $2.24 338,592 D
Common Stock 02/16/2021 M 69,019 A $10.02 407,611 D
Common Stock 02/16/2021 S 40,080 D $27.55(1) 367,531 D
Common Stock 02/16/2021 S 112,753 D $26.66(2) 254,778 D
Common Stock 02/16/2021 S 2,939 D $25.96(3) 251,839 D
Common Stock 02/17/2021 M 90 A $2.24 251,929 D
Common Stock 02/17/2021 M 46,344 A $10.02 298,273 D
Common Stock 02/17/2021 S 46,434 D $26.02(4) 251,839 D
Common Stock 02/18/2021 M 134,637 A $10.02 386,476 D
Common Stock 02/18/2021 S 134,637 D $25.6(5) 251,839 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Employee Stock Option (right to buy) $2.24 02/16/2021 M 86,753 (6) 08/29/2021 Common Stock 86,753 $0.00 90 D
Employee Stock Option (right to buy) $2.24 02/17/2021 M 90 (6) 08/29/2021 Common Stock 90 $0.00 0 D
Employee Stock Option (right to buy) $10.02 02/16/2021 M 69,019 (7) 05/04/2025 Common Stock 69,019 $0.00 180,981 D
Employee Stock Option (right to buy) $10.02 02/17/2021 M 46,344 (7) 05/04/2025 Common Stock 46,344 $0.00 134,637 D
Employee Stock Option (right to buy) $10.02 02/18/2021 M 134,637 (7) 05/04/2025 Common Stock 134,637 $0.00 0 D
Explanation of Responses:
1. The common stock was sold by the reporting person in a series of open market transactions on the transaction date with a volume weighted average sale price of $27.55. The range of sales prices for the transactions reported was $27.03 to $27.95 per share. The reporting person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
2. The common stock was sold by the reporting person in a series of open market transactions on the transaction date with a volume weighted average sale price of $26.66. The range of sales prices for the transactions reported was $26.01 to $27.00 per share. The reporting person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
3. The common stock was sold by the reporting person in a series of open market transactions on the transaction date with a volume weighted average sale price of $25.96. The range of sales prices for the transactions reported was $25.855 to $26.00 per share. The reporting person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
4. The common stock was sold by the reporting person in a series of open market transactions on the transaction date with a volume weighted average sale price of $26.02. The range of sales prices for the transactions reported was $25.52 to $26.37 per share. The reporting person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
5. The common stock was sold by the reporting person in a series of open market transactions on the transaction date with a volume weighted average sale price of $25.60. The range of sales prices for the transactions reported was $25.26 to $26.00 per share. The reporting person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
6. One-fourth of the shares underlying this option vested on January 1, 2012, and the remainder vested in 12 equal quarterly installments through January 1, 2015.
7. The option vested over a period of four years, with 25% of the shares underlying the option vesting on May 4 of each of the years 2016 through 2019.
Remarks:
All of the option exercises and sales reported herein were effected for estate and tax planning purposes pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 16, 2020.
/s/ Diana S. Allen, Attorney-in-fact 02/18/2021
** 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).
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