SEC FORM 4

SEC FORM 4 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^*

Samuels Theodore R. II

(Last)

(First)

(Middle)

1990 E. GRAND AVENUE

(Street)

EL SEGUNDO

90245

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
STAMPS.COM INC [ STMP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/05/2021

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/05/2021		D⁽¹⁾		1,000	D	$330	0	I	By Ted and Lori Samuels Family Trust dtd 7/3/96⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock option (right to buy)	$115.9	10/05/2021		D⁽¹⁾			5,000	01/04/2017⁽³⁾	01/04/2027	Common Stock	5,000	$214.1	0	D
Stock option (right to buy)	$145.15	10/05/2021		D⁽¹⁾			5,000	06/14/2017⁽⁴⁾	06/14/2027	Common Stock	5,000	$184.85	0	D
Stock option (right to buy)	$266.95	10/05/2021		D⁽¹⁾			5,000	06/11/2018⁽⁵⁾	06/11/2028	Common Stock	5,000	$63.05	0	D
Stock option (right to buy)	$38.7	10/05/2021		D⁽¹⁾			5,000	06/12/2019⁽⁶⁾	06/12/2029	Common Stock	5,000	$291.3	0	D
Stock option (right to buy)	$183.9	10/05/2021		D⁽¹⁾			5,000	06/10/2020⁽⁷⁾	06/10/2030	Common Stock	5,000	$146.1	0	D
Stock option (right to buy)	$191.56	10/05/2021		D⁽¹⁾			5,000	06/09/2021⁽⁸⁾	06/09/2031	Common Stock	5,000	$138.44	0	D

Explanation of Responses:

1. The securities were disposed of in connection with the acquisition of the Issuer by an affiliate of Thoma Bravo LP (the "Merger").

2. The reporting person disclaims beneficial ownership of the shares held by the Ted and Lori Samuels Family Trust, dated July 3, 1996, except to the extent of his pecuniary interest therein.

3. This option, which had previously fully vested, was canceled in the Merger in exchange for a cash payment of $1,070,500, representing the difference between the exercise price of the options and the market value of the underlying Stamps.com common stock at the effective time of the Merger ($330 per share).

4. This option, which had previously fully vested, was canceled in the Merger in exchange for a cash payment of $924,250, representing the difference between the exercise price of the options and the market value of the underlying Stamps.com common stock at the effective time of the Merger ($330 per share).

5. This option, which had previously fully vested, was canceled in the Merger in exchange for a cash payment of $315,250, representing the difference between the exercise price of the options and the market value of the underlying Stamps.com common stock at the effective time of the Merger ($330 per share).

6. This option, which had previously fully vested, was canceled in the Merger in exchange for a cash payment of $1,456,500, representing the difference between the exercise price of the options and the market value of the underlying Stamps.com common stock at the effective time of the Merger ($330 per share).

7. This option, which had previously fully vested, was canceled in the Merger in exchange for a cash payment of $730,500, representing the difference between the exercise price of the options and the market value of the underlying Stamps.com common stock at the effective time of the Merger ($330 per share).

8. This option, which had previously fully vested, was canceled in the Merger in exchange for a cash payment of $692,200, representing the difference between the exercise price of the options and the market value of the underlying Stamps.com common stock at the effective time of the Merger ($330 per share).

Remarks:

	/s/ David M. Zlotchew, by power of attorney for Theodore R. Samuels	10/07/2021
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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SEC Form 4: Samuels Theodore R. Ii returned $330,000 worth of shares to the company (1,000 units at $330.00)