Bellm Brent's Form 4/A amendment
AmendedCommerce.com, Inc. (CMRC) · filed Mar 1, 2022
- Accession no.
- 0001562180-22-002044
- Filed
- Mar 1, 2022
- Trade date
- Nov 30, 2021
- Filing delay
- 91 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
- Original filed
- Dec 2, 2021
This filing lists 4 non-derivative transactions. It carries over 2 transactions from the original filing that it did not restate. Open-market purchases total $24.2M. Open-market sales total $24.2M. It was filed 91 days after the trade.
This amendment restates part of 0001562180-21-007393 (filed Dec 2, 2021). The transactions it did not restate still count and are listed below.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Bellm BrentCIK 0001513984 | Director, Officer (President Chief Exec Officer) |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Nov 30, 2021 | Series 1 Common Stock | PPurchaseAcquired | +422,319 | $28.72F2 | +$12,129,001.68 | 659,907 | Indirect | |
| Nov 30, 2021 | Series 1 Common Stock | PPurchaseAcquired | +419,680 | $28.72F2 | +$12,053,209.6 | 659,907 | Indirect | |
| Nov 30, 2021 | Series 1 Common Stock | SSaleDisposed | −422,319 | $28.72F2 | −$12,129,001.68 | 0 | Indirect | |
| Nov 30, 2021 | Series 1 Common Stock | SSaleDisposed | −419,680 | $28.72F2 | −$12,053,209.6 | 0 | Indirect |
Carried over from the original filing
This amendment restates only part of the original filing. The original's other transactions still stand, and the trade tables on Livermore count them under this amendment.
From 0001562180-21-007393 (filed Dec 2, 2021).
Non-derivative securities (Table I)
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Aug 12, 2021 | Series 1 Common Stock | GGiftDisposed | −237,588 | $0.00 | $0 | 422,319 | Indirect | |
| Aug 12, 2021 | Series 1 Common Stock | GGiftDisposed | −240,227 | $0.00 | $0 | 419,680 | Indirect |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted on August 18, 2021.
- F2
The reported price is the fair market value of the limited partnership interests on November 30, 2021, as determined by an independent appraiser.
Referenced by the price of 4 transactions in Table I.
- F3
In connection with the reporting person's estate plan and following the aforementioned transactions, the reporting person and the reporting person's spouse sold 31.9984% and 31.7984%, respectively, limited partnership interests in Elkmont to the IDGTs in a private transaction. The Elkmont limited partnership interests were sold to the IDGTs in exchange for the issuance of promissory notes in favor of the reporting person and the reporting person's spouse, in an aggregate amount equal to the fair market value of the partnership interests on November 30, 2021, as determined by an independent appraiser within 90 days of the transaction.
- F4
In connection with the reporting person's estate plan, the reporting person and the reporting person's spouse gifted 18.0% and 18.2%, respectively, of the limited partnership interests in Elkmont to intentionally defective grantor trusts ("IDGT"), the sole beneficiaries of which are the reporting person or the reporting person's spouse and the reporting person's children. The reporting person is the sole trustee of the IDGTs.
Remarks
EXPLANATORY NOTE: THIS AMENDMENT ON FORM 4/A IS BEING FILED TO AMEND THE FORM 4 FILED ON NOVEMBER 30, 2021 SOLELY TO REPORT THE PER SHARE PRICE IN BOX 4 OF TABLE I WHICH HAD NOT BEEN CALCULATED AS OF THE ORIGINAL FILING DATE. EXCEPT FOR SUCH PRICE AND THE RELATED FOOTNOTE 2, ALL OTHER REPORTED INFORMATION IN THE ORIGINAL FORM 4 REMAINS UNCHANGED. THE INFORMATION REPORTED IN THIS AMENDMENT DOES NOT REFLECT ANY TRANSACTIONS IN THE ISSUER'S SECURTIES BY THE REPORTING PERSON ON THE DATE HEREOF, AND NOTHING CONTAINED HEREIN IMPACTED THE AGGREGATE NUMBER OF SHARES REPORTED AS BENEFICIALLY OWNED BY THE REPORTING PERSON.