Tucows 2013 Annual Report Download - page 70

•
the executive is required to be based at a location in excess of 30 miles from his principal job location or office
immediately prior to the change in control;
•
the executive’s base compensation is reduced, or the executive’s compensation and benefits taken as a whole are
materially reduced, from those in effect immediately prior to the change in control; or
•
we fail to obtain a satisfactory agreement from any successor to assume and agree to perform our obligations to the
executive under his employment agreement.
75
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The following table sets forth the beneficial ownership of our common stock, as of March 17, 2014, by each of our
chief executive officer, our two other most highly compensated executive officers, as well as by all of our directors and
executive officers as a group. The information on beneficial ownership in the table and related footnotes is based upon data
furnished to us by, or on behalf of, the persons referred to in the table. Unless otherwise indicated in the footnotes to the
table, each person named has sole voting power and sole investment power with respect to the shares included in the table.
Beneficial Ownership of Common Stock
Name
Common
Stock
Beneficially
Owned
Excluding
Options
Stock
Options
Exercisable
within 60
Days of
March 17,
2013
Total
Common
Stock
Beneficially
Owned
Percent of
Class(1)
Elliot Noss
698,146
(2)
56,375
754,521
6.7
%
Michael Cooperman
222,582
(3)
96,062
318,644
2.8
%
David Woroch
95,001
(4)
71,062
166,063
1.5
%
Allen Karp
24,375
(5)
41,250
65,625
*
Rawleigh Ralls
912,500
(6)
32,500
945,000
8.4
%
Erez Gissin
13,750
28,750
42,500
*
Joichi Ito
6,250
3,750
10,000
*
Lloyd Morrisett
44,375
(7)
46,250
90,625
*
Jeffrey Schwartz
15,625
41,250
56,875
*
All directors and executive officers as a group (11 persons)
2,053,904
539,373
2,593,277
22.1
%
*
Less than 1%.
(1)
Based on 11,185,384 shares outstanding as of March 17, 2013, adjusted for shares of common stock beneficially owned
but not yet issued.
(2)
Includes an aggregate of 124,036 shares of common stock that are held in Mr Noss’s RRSP accounts. Includes 564,951
shares of Common Stock that are subject to a loan and pledge arrangement entered into by Mr. Noss in order to satisfy
the required Canadian taxes and exercise price due in connection with the exercise of expiring options.
(3)
Includes 37,188 shares of common stock that are held in Mr. Cooperman’s RRSP account.
(4)
Includes 53,984 shares of common stock that are held in Mr. Woroch’s RRSP account and 10,750 shares of common
stock held in his wife’s RRSP account.
(5)
Includes 5,000 shares of common stock that are held directly by Mr. Karp’s wife.
(6)
Includes an aggregate of 850,000 shares of common stock that are indirectly owned by Mr. Ralls. Of these shares,
56,250 shares are held in Mr. Ralls’ IRA account, 6,250 shares are held in Mrs Ralls’ IRA account and 850,000 are
held by Lacuna Hedge Fund LLLP (“Lacuna Hedge”) and are indirectly owned by Lacuna, LLC (“Lacuna LLC”) and
Lacuna Hedge GP LLLP (“Lacuna Hedge GP”). Lacuna LLC is the sole general partner of Lacuna Hedge GP, which is
the sole general partner of Lacuna Hedge. Neither Lacuna LLC nor Lacuna Hedge GP directly owns any securities of