CHUBK / Commercehub Inc - Документы SEC, Годовой отчет, Доверенное заявление

CHUBK / Commercehub Inc / VAUGHAN NELSON INVESTMENT MANAGEMENT, L.P. - AMENDMENT NO. 2 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. 2) CommerceHub, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 20084V108 (CUSIP Number) December 31, 2018 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua

CHUBK / Commercehub Inc 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-37840 COMMERCEHUB, INC. (Exact name of registrant as specified in its ch

CHUBK / Commercehub Inc / MALONE JOHN C - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 1) Under the Securities Exchange Act of 1934 COMMERCEHUB, INC. (Name of Issuer) Series A common stock, par value $0.01 per share; and Series B common stock, par value $0.01 per share (Title of Class of Securities) Series A common stock (CHUBA): 20084V108; and Series B common stock (CHUBB): 20084V2

CHUBK / Commercehub Inc S-8 POS

As filed with the Securities and Exchange Commission on May 21, 2018 Registration No.

CHUBK / Commercehub Inc S-8 POS

As filed with the Securities and Exchange Commission on May 21, 2018 Registration No.

GTCR and Sycamore Partners Complete Acquisition of CommerceHub

Exhibit 99.1 For Immediate Release GTCR and Sycamore Partners Complete Acquisition of CommerceHub CHICAGO, NEW YORK, ALBANY — May 21, 2018 — Affiliates of GTCR and Sycamore Partners, two leading private equity firms, today announced the closing of the acquisition of CommerceHub, Inc. (“CommerceHub” or the “Company”), a leading distributed commerce network for retailers and brands. “The closing of

Amended and Restated Bylaws of CommerceHub

Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF COMMERCEHUB, INC. A Delaware corporation (Adopted as of May 21, 2018) ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be located at 160 Greentree Drive, Suite 101, Dover, Delaware, County of Kent 19904. The name of the corporation’s registered agent at such address shall be Nat

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 21, 2018 COMMERCEHUB, INC. (Exact name of registrant as specified in its charter) Delaware 001-37840 81-1001640 (State or other jurisdiction of incorporation or organization) (Com

Amended and Restated Certificate of Incorporation of CommerceHub

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF COMMERCEHUB, INC. ARTICLE ONE The name of the corporation is CommerceHub, Inc. (hereinafter called the “Corporation”). ARTICLE TWO The address of the Corporation’s registered office in the State of Delaware is 160 Greentree Drive, Suite 101, in the City of Dover, County of Kent, 19904. The name of its registered agent at such address

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 18, 2018 COMMERCEHUB, INC. (Exact name of registrant as specified in its charter) Delaware 001-37840 81-1001640 (State or other jurisdiction of incorporation or organization) (Com

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 18, 2018 COMMERCEHUB, INC. (Exact name of registrant as specified in its charter) Delaware 001-37840 81-1001640 (State or other jurisdiction of incorporation or organization) (Com

CommerceHub Announces First Quarter 2018 Financial Results Revenue of $26.3 million increases 7%, $0.00 GAAP EPS, and $0.14 adjusted EPS GAAP net income of $0.2 million and adjusted EBITDA of $10.4 million

Exhibit 99.1 CommerceHub Announces First Quarter 2018 Financial Results Revenue of $26.3 million increases 7%, $0.00 GAAP EPS, and $0.14 adjusted EPS GAAP net income of $0.2 million and adjusted EBITDA of $10.4 million ALBANY, N.Y., May 8, 2018 (GLOBE NEWSWIRE) – CommerceHub, Inc. (NASDAQ:CHUBA) (NASDAQ:CHUBK) (“CommerceHub,” “we,” “us,” “our” or the “Company”), a leading distributed commerce netw

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 8, 2018 COMMERCEHUB, INC. (Exact name of registrant as specified in its charter) Delaware 001-37840 81-1001640 (State or other jurisdiction of incorporation or organization) (Comm

CHUBK / Commercehub Inc 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-37840 COMMERCEHUB, INC. (Ex

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 7, 2018 COMMERCEHUB, INC. (Exact name of registrant as specified in its charter) Delaware 001-37840 81-1001640 (State or other jurisdiction of incorporation or organization) (Comm

CHUBK / Commercehub Inc 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 7, 2018 COMMERCEHUB, INC. (Exact name of registrant as specified in its charter) Delaware 001-37840 81-1001640 (State or other jurisdiction of incorporation or organization) (Comm

CHUBK / Commercehub Inc DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

CHUBK / Commercehub Inc 10-K/A (Annual Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

Offer Letter, dated June 17, 2013, between Commerce Technologies, Inc. (“CTI”) (as predecessor to Commerce Technologies, LLC (“CTLLC”)) and John Hinkle.*

Exhibit 10.21 CommerceHub June 17, 2013 Dear John: It is with great pleasure that I invite you to join Commerce Technologies, Inc (“CommerceHub”). Start Date: 7/29/2013 Title: EVP, Production Systems Reporting to: You will report directly to Richard Jones, CTO & EVP, Operations. Office Location: Upon your start date, you will be required to work at our Albany, NY facility. Compensation The key ele

Release and Separation Agreement, dated September 25, 2017, by and between CTLLC and Bill Kong.*

Exhibit 10.28 ZEN Building 201 Fuller Road, 6th Floor Albany, NY 12203 tel 518.810.0700 commercehub.com PERSONAL AND CONFIDENTIAL September 25, 2017 Bill Kong 1748 25th Walk NE Issaquah, WA 98029 This is a Release and Separation Agreement (the “Agreement”) between Bill Kong (hereinafter, “Employee” “you” or “your”) and Commerce Technologies, LLC, as successor to Commerce Technologies, Inc. (“Comme

Amendment to Offer Letter, dated July 20, 2016, between CTI and John Hinkle.*

Exhibit 10.22 AMENDMENT TO OFFER LETTER This Amendment to Offer Letter (this “Amendment”) is entered into effective as of July 20, 2016 (the “Effective Date”), by and between Commerce Technologies, Inc., a New York corporation (the “Company”), and John Hinkle, an individual (“Employee”). RECITALS A. The Company and Employee are parties to an Offer Letter dated as of June 17, 2013 (the “Offer Lette

Offer Letter, dated April 12, 2016, between CTI and Bill Kong.*

Exhibit 10.27 201 Fuller Road, 6th Floor Albany, NY 12203 Tel 518.810.0700 commercehub.com April 12, 2016 Dear Bill: It is with great pleasure that I invite you to join Commerce Technologies, Inc. (“CommerceHub” or the “Company”). Start Date: May 9, 2016 Title: Executive Vice President, Products and Services Reporting to: You will report directly to Frank Poore, Founder & CEO Office Location: Seat

Offer Letter, dated March 8, 2017, between CTLLC and Gary Nafus.*

Exhibit 10.25 March 8, 2017 Gary Nafus P.O. Box 855 Ross, CA 94957 Dear Gary, It is with great pleasure that I invite you to join Commerce Technologies, LLC dba CommerceHub (“CornmerceHub”). Start Date: April 3, 2017 Title: Chief Revenue Officer Reporting to: Frank Poore — Founder & CEO Office Location: Remote Base Salary: Subject to the approval of the Compensation Committee (the “Compensation Co

Amendment to Offer Letter, dated July 20, 2016, between CTI and Douglas Wolfson.*

Exhibit 10.24 AMENDMENT TO OFFER LETTER This Amendment to Offer Letter (this “Amendment”) is entered into effective as of July 20, 2016 (the “Effective Date”), by and between Commerce Technologies, Inc., a New York corporation (the “Company”), and Douglas A. Wolfson, an individual (“Employee”). RECITALS A. The Company and Employee are parties to an Offer Letter dated as of March 5, 2014 (the “Offe

Offer Letter, dated March 5, 2014, between CTI and Douglas Wolfson.*

Exhibit 10.23 March 5, 2014 Douglas A. Wolfson 44 Denton Rd. Wellesley, MA 02482 Dear Doug: It is with great pleasure that I offer you a position within Commerce Technologies, Inc. (“CommerceHub”). Start Date: March 26, 2014 Title: Vice President & General Counsel Reporting to: You will report directly to Bob Marro, CFO. Office Location: Upon your start date, you will be required to work in our Al

Release and Separation Agreement, dated October 26, 2017, by and between CTLLC and Gary Nafus.*

Exhibit 10.26 ZEN Building 201 Fuller Road, 6th Floor Albany, NY 12203 tel 518.810.0700 commercehub.com PERSONAL AND CONFIDENTIAL October 26, 2017 This is a Release and Separation Agreement (the “Agreement”) between Gary Nafus (hereinafter, “Employee,” “you” or “your”) and Commerce Technologies, LLC, as successor to Commerce Technologies, Inc. (“CommerceHub” and, together with each of its direct o

Form of CommerceHub, Inc. Legacy Stock Appreciation Rights Plan Stock Option Agreement.*

Exhibit 10.7 FORM OF COMMERCEHUB, INC. LEGACY STOCK APPRECIATION RIGHTS PLAN STOCK OPTION AGREEMENT This Stock Option Agreement (the “Option Agreement”), dated as of the day of 2016 (the “Conversion Date”), is between CommerceHub, Inc., a Delaware corporation (the “Company”), and (the “Awardee”). WHEREAS, the Awardee was a holder of outstanding stock appreciation rights (the “Original SAR”) grante

CHUBK / Commercehub Inc DEFM14A

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

CHUBK / Commercehub Inc / Neuberger Berman Group LLC - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* COMMERCEHUB INC (Name of Issuer) Common (Title of Class of Securities) 20084V108 (CUSIP Number) March 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch

CHUBK / Commercehub Inc PREM14A

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

CHUBK / Commercehub Inc / MALONE JOHN C - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 COMMERCEHUB, INC. (Name of Issuer) Series A common stock, par value $0.01 per share; and Series B common stock, par value $0.01 per share (Title of Class of Securities) Series A common stock (CHUBA): 20084V108; and Series B common stock (CHUBB): 20084V207 (CUSIP Number) Jo

Voting Agreement, dated as of March 5, 2018, by and among Great Dane Parent, LLC, CommerceHub, Inc. and Malone CHUB 2017 Charitable Remainder Unitrust.

Exhibit 10.1 VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of March 5, 2018, by and among Great Dane Parent, LLC, a Delaware limited liability company (“Parent”), solely for purposes of Sections 4, 5 and 9 hereof, CommerceHub, Inc., a Delaware corporation (the “Company”) and the undersigned stockholder of the Company (“Holder”). RECITALS Pursuant to an Agree

Changes in Control of Registrant, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 5, 2018 COMMERCEHUB, INC. (Exact name of registrant as specified in its charter) Delaware 001-37840 81-1001640 (State or other jurisdiction of incorporation or organization) (Co

Agreement and Plan of Merger, dated as of March 5, 2018, by and among Great Dane Parent, LLC, Great Dane Merger Sub, Inc. and CommerceHub, Inc.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among GREAT DANE PARENT, LLC, GREAT DANE MERGER SUB, INC. and COMMERCEHUB, INC. Dated as of March 5, 2018 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Rules of Construction 17 ARTICLE II THE MERGER 18 Section 2.1 Merger 18 Section 2.2 Charter and Bylaws 18 Section 2.3 Effective Time of the Merger 19 Sec

CHUBK / Commercehub Inc 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 5, 2018 COMMERCEHUB, INC. (Exact name of registrant as specified in its charter) Delaware 001-37840 81-1001640 (State or other jurisdiction of incorporation or organization) (Co

Voting Agreement, dated as of March 5, 2018, by and among Great Dane Parent, LLC, CommerceHub, Inc. and Malone CHUB 2017 Charitable Remainder Unitrust.

Exhibit 10.1 VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of March 5, 2018, by and among Great Dane Parent, LLC, a Delaware limited liability company (“Parent”), solely for purposes of Sections 4, 5 and 9 hereof, CommerceHub, Inc., a Delaware corporation (the “Company”) and the undersigned stockholder of the Company (“Holder”). RECITALS Pursuant to an Agree

Agreement and Plan of Merger, dated as of March 5, 2018, by and among Great Dane Parent, LLC, Great Dane Merger Sub, Inc. and CommerceHub, Inc.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among GREAT DANE PARENT, LLC, GREAT DANE MERGER SUB, INC. and COMMERCEHUB, INC. Dated as of March 5, 2018 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Rules of Construction 17 ARTICLE II THE MERGER 18 Section 2.1 Merger 18 Section 2.2 Charter and Bylaws 18 Section 2.3 Effective Time of the Merger 19 Sec

CHUBK / Commercehub Inc DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

CHUBK / Commercehub Inc DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

CommerceHub Announces Definitive Agreement to be Acquired by GTCR and Sycamore Partners for $1.1 Billion GTCR and Sycamore Partners to acquire all outstanding shares of Series A, B and C common stock for $22.75 per share

Exhibit 99.1 CommerceHub Announces Definitive Agreement to be Acquired by GTCR and Sycamore Partners for $1.1 Billion GTCR and Sycamore Partners to acquire all outstanding shares of Series A, B and C common stock for $22.75 per share ALBANY, NY, CHICAGO, IL, NEW YORK, NY, Mar. 6, 2018 (GLOBE NEWSWIRE) — CommerceHub, Inc. (NASDAQ:CHUBA) (NASDAQ:CHUBK) (“CommerceHub”), GTCR (“GTCR”), and Sycamore Pa

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 6, 2018 COMMERCEHUB, INC. (Exact name of registrant as specified in its charter) Delaware 001-37840 81-1001640 (State or other jurisdiction of incorporation or organization) (Co

CHUBK / Commercehub Inc 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 6, 2018 COMMERCEHUB, INC. (Exact name of registrant as specified in its charter) Delaware 001-37840 81-1001640 (State or other jurisdiction of incorporation or organization) (Co

Press Release, dated March 6, 2018

Exhibit 99.1 CommerceHub Announces Definitive Agreement to be Acquired by GTCR and Sycamore Partners for $1.1 Billion GTCR and Sycamore Partners to acquire all outstanding shares of Series A, B and C common stock for $22.75 per share ALBANY, NY, CHICAGO, IL, NEW YORK, NY, Mar. 6, 2018 (GLOBE NEWSWIRE) — CommerceHub, Inc. (NASDAQ:CHUBA) (NASDAQ:CHUBK) (“CommerceHub”), GTCR (“GTCR”), and Sycamore Pa

Form of Restricted Stock Unit Agreement for use with the 2016 Omnibus Incentive Plan.

Exhibit 10.3 COMMERCEHUB, INC. 2016 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT THIS RESTRICTED STOCK UNIT AGREEMENT (including Schedule I hereto, this “Agreement”) is made as of the date set forth on Schedule I hereto (the “Grant Date”), by and between CommerceHub, Inc. (the “Company”) and the grantee set forth on Schedule I hereto (the “Grantee”), in respect of an Award of Restricted

Amended and Restated CommerceHub, Inc. 2016 Employee Stock Purchase Plan.

Exhibit 10.12 AMENDED AND RESTATED COMMERCEHUB, INC. 2016 EMPLOYEE STOCK PURCHASE PLAN 1.Purpose. The purpose of the CommerceHub, Inc. 2016 Employee Stock Purchase Plan (the “Plan”) is to encourage and enable the employees of the Company and its Participating Subsidiaries (as such term is defined in Section 2) to acquire a proprietary interest in the Company through the ownership of shares of each

CHUBK / Commercehub Inc 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-37840 COMMERCEHUB, INC. (Exact n

Form of CommerceHub, Inc. Legacy Stock Appreciation Rights Plan Stock Option Agreement for Michael Trimarchi (relating to performance-vesting awards).

Exhibit 10.20 COMMERCEHUB, INC. LEGACY STOCK APPRECIATION RIGHTS PLAN STOCK OPTION AGREEMENT This Stock Option Agreement (the “Option Agreement”), dated as of the 21st day of July 2016 (the “Conversion Date”), is between CommerceHub, Inc., a Delaware corporation (the “Company”), and Michael Trimarchi (the “Awardee”). WHEREAS, the Awardee was a holder of outstanding stock appreciation rights (the “

Release and Separation Agreement, dated December 14, 2017, by and between CTLLC and Mark Greenquist.

Exhibit 10.15 ZEN Building 201 Fuller Road, 6th Floor Albany, NY 12203 tel 518.810.0700 commercehub.com PERSONAL AND CONFIDENTIAL December 14, 2017 This is a Release and Separation Agreement (the “Agreement”) between Mark Greenquist (hereinafter, “Employee,” “you” or “your”) and Commerce Technologies, LLC, as successor to Commerce Technologies, Inc. (“CommerceHub” and, together with each of its di

Offer Letter, dated May 1, 2016, between CTI and Michael Trimarchi.

Exhibit 10.19 201 Fuller Road, 6th Floor Albany, NY 12203 Tel 518.810.0700 commercehub.com May 1, 2016 Michael Trimarchi 8 Harvest Lane Wilton NY 12831 Dear Michael: It is with great pleasure that I invite you to join Commerce Technologies, Inc. (“CommerceHub” or the “Company”). This letter amends and restates the previously executed letter dated April 13, 2016 regarding this offer of employment.

Subsidiaries of the Registrant.

Exhibit 21.1 List of Subsidiaries of CommerceHub, Inc. Subsidiary Jurisdiction of Formation Name Doing Business As Commerce Technologies, LLC Delaware CommerceHub CommerceHub (UK) Ltd. UK —

CommerceHub Announces Fourth Quarter and Full Year 2017 Financial Results Revenue for the fourth quarter and full year grows 12% and 11%, respectively Net income of $3.2 million and adjusted EBITDA of $19.6 million in seasonally strong fourth quarter

Exhibit Exhibit 99.1 CommerceHub Announces Fourth Quarter and Full Year 2017 Financial Results Revenue for the fourth quarter and full year grows 12% and 11%, respectively Net income of $3.2 million and adjusted EBITDA of $19.6 million in seasonally strong fourth quarter Signs Macy?s as a retail drop-ship customer ALBANY, N.Y., Feb. 28, 2018 (GLOBE NEWSWIRE) ? CommerceHub, Inc. (NASDAQ:CHUBA) (NAS

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 28, 2018 COMMERCEHUB, INC. (Exact name of registrant as specified in its charter) Delaware 001-37840 81-1001640 (State or other jurisdiction of incorporation or orga

CHUBK / Commercehub Inc / Neuberger Berman Group LLC - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* COMMERCEHUB INC (Name of Issuer) Common (Title of Class of Securities) 20084V108 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

CHUBK / Commercehub Inc / VAUGHAN NELSON INVESTMENT MANAGEMENT, L.P. - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. 1) CommerceHub, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 20084V108 (CUSIP Number) December 31, 2017 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua

CHUBK / Commercehub Inc / VANGUARD GROUP INC Passive Investment

commercehubinc1.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: CommerceHub Inc Title of Class of Securities: Common Stock CUSIP Number: 20084V108 Date of Event Which Requires Filing of this Statement: December 31, 2017 Check the appropriate box to d

CHUBK / Commercehub Inc / VANGUARD GROUP INC Passive Investment

commercehubinc2.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: CommerceHub Inc Title of Class of Securities: Common Stock CUSIP Number: 20084V306 Date of Event Which Requires Filing of this Statement: December 31, 2017 Check the appropriate box to d

CommerceHub Announces Date of Fourth Quarter and Fiscal Year 2017 Conference Call and Webcast

Exhibit CommerceHub Announces Date of Fourth Quarter and Fiscal Year 2017 Conference Call and Webcast ALBANY, N.

Regulation FD Disclosure, Financial Statements and Exhibits

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 7, 2018 COMMERCEHUB, INC. (Exact name of registrant as specified in its charter) Delaware 001-37840 81-1001640 (State or other jurisdiction of incorporation or organ

CHUBK / Commercehub Inc 8-K (Current Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 14, 2017 COMMERCEHUB, INC. (Exact name of registrant as specified in its charter) Delaware 001-37840 81-1001640 (State or other jurisdiction of incorporation or organization)

CommerceHub Announces Management Changes Mark Greenquist has notified the company of his resignation as Chief Financial Officer and Treasurer Michael Trimarchi, CommerceHub’s current Chief Commercial Officer and former Chief Accounting Officer, has b

Exhibit 99.1 CommerceHub Announces Management Changes Mark Greenquist has notified the company of his resignation as Chief Financial Officer and Treasurer Michael Trimarchi, CommerceHub?s current Chief Commercial Officer and former Chief Accounting Officer, has been named new CFO and Treasurer ALBANY, NY, December 18, 2017 ? CommerceHub, Inc. (NASDAQ: CHUBA, CHUBK) (?CommerceHub,? ?we,? ?us,? ?our

CHUBK / Commercehub Inc / Neuberger Berman Group LLC - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* COMMERCEHUB INC (Name of Issuer) Common (Title of Class of Securities) 20084V108 (CUSIP Number) November 30, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th

CHUBK / Commercehub Inc CORRESP

201 Fuller Rd, 6th Floor Albany, NY 12203 tel 518.810.0700 commercehub.com December 5, 2017 U.S. Securities and Exchange Commission Office of Information Technologies and Services Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-7010 Attn: Kathleen Collins Re: CommerceHub, Inc. Form 10-K for the Fiscal Year Ended December 31, 2016 Filed March 7, 2017 File No. 001-37840 Dea

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 ¨ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-37840 COMMERCEHUB, INC.

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 8, 2017 COMMERCEHUB, INC. (Exact name of registrant as specified in its charter) Delaware 001-37840 81-1001640 (State or other jurisdiction of incorporation or organ

CommerceHub Announces Third Quarter 2017 Financial Results Revenue of $24.6 million increased 10% Year-Over-Year, $0.04 GAAP EPS, $0.08 adjusted EPS Signed new drop-ship agreement with top 10 U.S. retailer in grocery and general merchandise vertical

Exhibit Exhibit 99.1 CommerceHub Announces Third Quarter 2017 Financial Results Revenue of $24.6 million increased 10% Year-Over-Year, $0.04 GAAP EPS, $0.08 adjusted EPS Signed new drop-ship agreement with top 10 U.S. retailer in grocery and general merchandise vertical Signed a top 10 Canadian retailer as a drop-ship customer Total customer count increased 16% year-over-year as retailers ramped d

Regulation FD Disclosure, Financial Statements and Exhibits

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 25, 2017 COMMERCEHUB, INC. (Exact name of registrant as specified in its charter) Delaware 001-37840 81-1001640 (State or other jurisdiction of incorporation or organ

CommerceHub Announces Date of Third Quarter 2017 Conference Call and Webcast

Exhibit CommerceHub Announces Date of Third Quarter 2017 Conference Call and Webcast ALBANY, NY, October 25, 2017 ? CommerceHub, Inc.

CommerceHub Announces Second Quarter 2017 Financial Results Revenue of $25.2 million increases 9%, $0.05 GAAP EPS, and $0.08 adjusted EPS Signs Top 10 U.S. Retailer and First U.K. Drop-Ship Retailer

Exhibit Exhibit 99.1 CommerceHub Announces Second Quarter 2017 Financial Results Revenue of $25.2 million increases 9%, $0.05 GAAP EPS, and $0.08 adjusted EPS Signs Top 10 U.S. Retailer and First U.K. Drop-Ship Retailer ALBANY, NY, August 2, 2017 ? CommerceHub, Inc. (NASDAQ: CHUBA, CHUBK) (?CommerceHub,? ?we,? ?us,? ?our? or the ?Company?), a leading distributed commerce network for retailers and

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 2, 2017 COMMERCEHUB, INC. (Exact name of registrant as specified in its charter) Delaware 001-37840 81-1001640 (State or other jurisdiction of incorporation or organiz

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 ¨ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-37840 COMMERCEHUB, INC. (Exa

CommerceHub Announces Date of Second Quarter 2017 Conference Call and Webcast

Exhibit CommerceHub Announces Date of Second Quarter 2017 Conference Call and Webcast ALBANY, NY, July 19, 2017 - CommerceHub, Inc.

Regulation FD Disclosure, Financial Statements and Exhibits

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 19, 2017 COMMERCEHUB, INC. (Exact name of registrant as specified in its charter) Delaware 001-37840 81-1001640 (State or other jurisdiction of incorporation or organiza

Submission of Matters to a Vote of Security Holders

8-K 1 a8-kxdatedjune162017.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 16, 2017 COMMERCEHUB, INC. (Exact name of registrant as specified in its charter) Delaware 001-37840 81-1001640 (State or other jurisdiction of

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 9, 2017 COMMERCEHUB, INC. (Exact name of registrant as specified in its charter) Delaware 001-37840 81-1001640 (State or other jurisdiction of incorporation or organization) (Comm

CommerceHub, Inc. Legacy Stock Appreciation Rights Plan Stock Option Agreement for Richard Jones (relating to time-vesting awards) (incorporated by reference to Exhibit 10.3 to the Q117 10-Q).

Exhibit 10.3 COMMERCEHUB, INC. LEGACY STOCK APPRECIATION RIGHTS PLAN STOCK OPTION AGREEMENT This Stock Option Agreement (the “Option Agreement”), dated as of the 21st day of July, 2016 (the “Conversion Date”), is between CommerceHub, Inc., a Delaware corporation (the “Company”), and Richard Jones (the “Awardee”). WHEREAS, the Awardee was a holder of outstanding stock appreciation rights (the “Orig

Form of CommerceHub, Inc. Legacy Stock Appreciation Rights Plan Stock Option Agreement for Richard Jones (relating to performance-vesting awards) (incorporated by reference to Exhibit 10.2 to the Q117 10-Q).

Exhibit 10.2 COMMERCEHUB, INC. LEGACY STOCK APPRECIATION RIGHTS PLAN FORM OF STOCK OPTION AGREEMENT This Stock Option Agreement (the “Option Agreement”), dated as of the 21st day of July 2016 (the “Conversion Date”), is between CommerceHub, Inc., a Delaware corporation (the “Company”), and Richard Jones (the “Awardee”). WHEREAS, the Awardee was a holder of outstanding stock appreciation rights (th

Employment Agreement, dated as of July 20, 2016, by and between CTI and Richard Jones (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (File No. 001-37840) as filed on May 9, 2017 (the "Q117 10-Q")).

EX-10.1 2 ex101-chub033117.htm EXHIBIT 10.1 Exhibit 10.1 EMPLOYMENT AGREEMENT AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of this 20th day of July, 2016 (the “Agreement”), by and between Commerce Technologies, Inc., a New York corporation with its principal place of business at 201 Fuller Rd, 6th Floor, Albany, NY 12203 (the “Company”) and Richard Jones, an individual residing at [redacted

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 ¨ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-37840 COMMERCEHUB, INC. (Ex

CommerceHub Announces First Quarter 2017 Financial Results Revenue of $24.6 million increases 11%, GAAP EPS is $0.06, adjusted EPS is $0.09 Revenue excluding customers acquired through the Mercent acquisition increases 17%

Exhibit CommerceHub Announces First Quarter 2017 Financial Results Revenue of $24.

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 8, 2017 COMMERCEHUB, INC. (Exact name of registrant as specified in its charter) Delaware 001-37840 81-1001640 (State or other jurisdiction of incorporation or organizati

Second Amended and Restated CommerceHub, Inc. 2016 Omnibus Incentive Plan (incorporated by reference to Annex A to the Registrant's Proxy Statement on Schedule 14A (File No. 001-37840) as filed on April 24, 2017) (the "2016 Omnibus Incentive Plan").

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Regulation FD Disclosure, Financial Statements and Exhibits

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 24, 2017 COMMERCEHUB, INC. (Exact name of registrant as specified in its charter) Delaware 001-37840 81-1001640 (State or other jurisdiction of incorporation or organiz

CommerceHub Announces Date of First Quarter 2017 Conference Call and Webcast

Exhibit CommerceHub Announces Date of First Quarter 2017 Conference Call and Webcast ALBANY, NY, April 24, 2017 - CommerceHub, Inc.

List of Subsidiaries of CommerceHub, Inc. Subsidiary Jurisdiction of Formation Name Doing Business As Commerce Technologies, LLC Delaware CommerceHub CommerceHub (UK) Ltd. UK —

Exhibit 21.1 List of Subsidiaries of CommerceHub, Inc. Subsidiary Jurisdiction of Formation Name Doing Business As Commerce Technologies, LLC Delaware CommerceHub CommerceHub (UK) Ltd. UK ?

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 ¨ TRANSITION REPORT PURSUANT TO SECTI

10-K 1 commercehub-123116x10k.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numb

Regulation FD Disclosure, Financial Statements and Exhibits

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 20, 2017 COMMERCEHUB, INC. (Exact name of registrant as specified in its charter) Delaware 001-37840 81-1001640 (State or other jurisdiction of incorporation or orga

CommerceHub to Present at the Pacific Crest Emerging Technology Summit

Exhibit CommerceHub to Present at the Pacific Crest Emerging Technology Summit ALBANY, NY, February 20, 2017 – CommerceHub, Inc.

CommerceHub Announces Fourth Quarter and Full Year 2016 Financial Results Revenue for the year grows 15% as gross margin and adjusted EBITDA margin expand in seasonally strong fourth quarter

Exhibit Exhibit 99.1 CommerceHub Announces Fourth Quarter and Full Year 2016 Financial Results Revenue for the year grows 15% as gross margin and adjusted EBITDA margin expand in seasonally strong fourth quarter ALBANY, NY, February 15, 2017 - CommerceHub, Inc. (NASDAQ: CHUBA, CHUBK) (“CommerceHub,” “we,” “us,” “our” or the “Company”), a leading distributed commerce network for retailers and brand

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 15, 2017 COMMERCEHUB, INC. (Exact name of registrant as specified in its charter) Delaware 001-37840 81-1001640 (State or other jurisdiction of incorporation or organization)

CHUBK / Commercehub Inc / VAUGHAN NELSON INVESTMENT MANAGEMENT, L.P. - SCHEDULE 13G Passive Investment

SC 13G 1 commercehub13g12312016.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. ) CommerceHub, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 20084V108 (CUSIP Number) December 31, 2016 (Date of Event which Requires Filing of this Statement) Check

Commercehub 3G (Passive Acquisition of More Than 5% of Shares)

commercehubinc2.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 0 )* Name of issuer: CommerceHub Inc Title of Class of Securities: Common Stock CUSIP Number: 20084V108 Date of Event Which Requires Filing of this Statement: December 31, 2016 Check the appropriate box to d

CHUBK / Commercehub Inc / VANGUARD GROUP INC Passive Investment

commercehubinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 0 )* Name of issuer: CommerceHub Inc Title of Class of Securities: Common Stock CUSIP Number: 20084V306 Date of Event Which Requires Filing of this Statement: December 31, 2016 Check the appropriate box to de

CommerceHub Announces Date of Fourth Quarter and Full Year 2016 Conference Call and Webcast

Exhibit CommerceHub Announces Date of Fourth Quarter and Full Year 2016 Conference Call and Webcast ALBANY, NY, February 1 st , 2017 ? CommerceHub (NASDAQ: CHUBA, CHUBK) (?CommerceHub? or the ?Company?), a leading distributed commerce network for retailers and brands, today announced that it will issue its financial results for the three months and full year ended December 31, 2016 after the market close on Wednesday, February 15, 2017.

Regulation FD Disclosure, Financial Statements and Exhibits

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 1, 2017 COMMERCEHUB, INC. (Exact name of registrant as specified in its charter) Delaware 001-37840 81-1001640 (State or other jurisdiction of incorporation or organ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 ¨ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-37840 COMMERCEHUB, INC.

CommerceHub, Inc. Non-Employee Director Deferred Compensation Plan (incorporated by reference to Exhibit 10.4 to the Q316 10-Q).

Exhibit 10.4 COMMERCEHUB, INC. NON-EMPLOYEE DIRECTOR DEFERRED COMPENSATION PLAN 1.Purpose. The purpose of this CommerceHub, Inc. Non-Employee Director Deferred Compensation Plan (the ?Plan?) is to allow Non-Employee Directors of the Corporation to defer the payment of Cash Compensation and/or RSUs. Notwithstanding any provision of the Plan to the contrary, amounts deferred under the Plan are subje

Form of Nonqualified Stock Option Agreement for use with the 2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 (File No. 001-37840) as filed on November 8, 2016 (the "Q316 10-Q")).

Exhibit 10.2 COMMERCEHUB, INC. 2016 OMNIBUS INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT THIS NONQUALIFIED STOCK OPTION AGREEMENT (including Schedule I hereto, this “Agreement”) is made as of the date set forth on Schedule I hereto (the “Grant Date”), by and between CommerceHub, Inc. (the “Company”) and the grantee set forth on Schedule I hereto (the “Grantee”), in respect of an Award of Opt

COMMERCEHUB, INC. 2016 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT

EX-10.3 4 ex103formofrsuagreement.htm EXHIBIT 10.3 Exhibit 10.3 COMMERCEHUB, INC. 2016 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT THIS RESTRICTED STOCK UNIT AGREEMENT (including Schedule I hereto, this “Agreement”) is made as of the date set forth on Schedule I hereto (the “Grant Date”), by and between CommerceHub, Inc. (the “Company”) and the grantee set forth on Schedule I hereto (th

AMENDED AND RESTATED COMMERCEHUB, INC. 2016 OMNIBUS INCENTIVE PLAN ARTICLE I PURPOSE OF PLAN; EFFECTIVE DATE

Exhibit 10.1 AMENDED AND RESTATED COMMERCEHUB, INC. 2016 OMNIBUS INCENTIVE PLAN ARTICLE I PURPOSE OF PLAN; EFFECTIVE DATE 1.1 Purpose. The purpose of the Plan is to promote the success of the Company by providing a method whereby (i) eligible officers and employees of the Company and its Subsidiaries, (ii) directors and independent contractors, and (iii) employees of Liberty Media Corporation or L

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 7, 2016 COMMERCEHUB, INC. (Exact name of registrant as specified in its charter) Delaware 001-37840 81-1001640 (State or other jurisdiction of incorporation or organization)

CommerceHub Announces Third Quarter 2016 Financial Results Total Revenue Grows 14%; 18% when Excluding Customers Acquired through Mercent Acquisition

Exhibit Exhibit 99.1 CommerceHub Announces Third Quarter 2016 Financial Results Total Revenue Grows 14%; 18% when Excluding Customers Acquired through Mercent Acquisition ALBANY, NY, November 7, 2016 - CommerceHub (NASDAQ: CHUBA) (NASDAQ: CHUBK), a leading distributed commerce network for retailers and brands, today announced financial results for the quarter ended September 30, 2016. “We are plea

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 27, 2016 COMMERCEHUB, INC. (Exact name of registrant as specified in its charter) Delaware 001-37840 81-1001640 (State or other jurisdiction of incorporation or organization)

CommerceHub Founder, President and CEO, Frank Poore, to Present at Liberty Interactive Annual Investor Meeting

Exhibit Exhibit 99.1 CommerceHub Founder, President and CEO, Frank Poore, to Present at Liberty Interactive Annual Investor Meeting ALBANY, NY, October 27, 2016 – CommerceHub, Inc. (NASDAQ: CHUBA) (NASDAQ: CHUBK) (“CommerceHub” or the “Company”), a leading distributed commerce network for retailers and brands, today announced that its Founder, President and CEO, Frank Poore, will present at the Li

CommerceHub Announces Date of Third Quarter 2016 Conference Call and Webcast

Exhibit Exhibit 99.1 CommerceHub Announces Date of Third Quarter 2016 Conference Call and Webcast ALBANY, NY, October 24, 2016 – CommerceHub (NASDAQ: CHUBA, CHUBK) (“CommerceHub” or the “Company”), a leading distributed commerce network for retailers and brands, today announced that it will issue its financial results for the three months ended September 30, 2016 after the market close on Monday,

Regulation FD Disclosure, Financial Statements and Exhibits

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 24, 2016 COMMERCEHUB, INC. (Exact name of registrant as specified in its charter) Delaware 001-37840 81-1001640 (State or other jurisdiction of incorporation or organ

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 22, 2016 COMMERCEHUB, INC. (Exact name of registrant as specified in its charter) Delaware 001-37840 81-1001640 (State or other jurisdiction of incorporation or organization) (

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 22, 2016 COMMERCEHUB, INC. (Exact name of registrant as specified in its charter) Delaware 001-37840 81-1001640 (State or other jurisdiction of incorporation or organization) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 ¨ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-37840 COMMERCEHUB, INC. (Exa

Joinder Agreement, dated July 22, 2016, between the Registrant and JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 4.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 (File No. 001-37840) as filed on August 22, 2016).

Exhibit 4.2 EXECUTION VERSION JOINDER AGREEMENT THIS JOINDER AGREEMENT (this ?Agreement?), dated as of July 22, 2016, is entered into between COMMERCEHUB, INC., a Delaware corporation (the ?New Loan Party?), and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (the ?Administrative Agent?) for itself and for the Secured Parties under that certain Credit Agreement, dated as of June

Joinder Agreement, dated July 22, 2016, between the Registrant and JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 4.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 (File No. 001-37840) as filed on August 22, 2016).

Exhibit 4.2 EXECUTION VERSION JOINDER AGREEMENT THIS JOINDER AGREEMENT (this ?Agreement?), dated as of July 22, 2016, is entered into between COMMERCEHUB, INC., a Delaware corporation (the ?New Loan Party?), and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (the ?Administrative Agent?) for itself and for the Secured Parties under that certain Credit Agreement, dated as of June

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 ¨ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-37840 COMMERCEHUB, INC. (Exa

CommerceHub Announces Second Quarter 2016 Financial Results Revenue Grows 16% as Company Reports $0.10 in EPS

Exhibit 99.1 CommerceHub Announces Second Quarter 2016 Financial Results Revenue Grows 16% as Company Reports $0.10 in EPS ALBANY, NY, August 22, 2016 ? CommerceHub (NASDAQ: CHUBA) (NASDAQ: CHUBK), a leading distributed commerce network for retailers and brands, today announced financial results for the quarter ended June 30, 2016. ?CommerceHub delivered strong second quarter results that demonstr

Commercehub 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 11, 2016 COMMERCEHUB, INC. (Exact name of registrant as specified in its charter) Delaware 001-37840 81-1001640 (State or other jurisdiction of incorporation or organization) (

Commercehub 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 11, 2016 COMMERCEHUB, INC. (Exact name of registrant as specified in its charter) Delaware 001-37840 81-1001640 (State or other jurisdiction of incorporation or organization) (

CommerceHub, Inc. Transitional Stock Adjustment Plan (incorporated by reference to Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8 (File No. 333-213115), as filed on August 12, 2016).

Exhibit 99.1 COMMERCEHUB, INC. TRANSITIONAL STOCK ADJUSTMENT PLAN ARTICLE I PURPOSE AND AMENDMENT OF PLAN 1.1 Purpose. The purpose of the Plan is to provide for the supplemental grant of stock options to purchase the common stock of CommerceHub, Inc, a Delaware corporation (together with any successor thereto, the ?Company?) and restricted shares and restricted stock units of the Company?s common

CommerceHub, Inc. Transitional Stock Adjustment Plan (incorporated by reference to Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8 (File No. 333-213115), as filed on August 12, 2016).

Exhibit 99.1 COMMERCEHUB, INC. TRANSITIONAL STOCK ADJUSTMENT PLAN ARTICLE I PURPOSE AND AMENDMENT OF PLAN 1.1 Purpose. The purpose of the Plan is to provide for the supplemental grant of stock options to purchase the common stock of CommerceHub, Inc, a Delaware corporation (together with any successor thereto, the ?Company?) and restricted shares and restricted stock units of the Company?s common

Commercehub S-8

As filed with the Securities and Exchange Commission on August 12, 2016 Registration No.

CommerceHub Announces Date of Second Quarter 2016 Financial Results

Exhibit 99.1 CommerceHub Announces Date of Second Quarter 2016 Financial Results ALBANY, NY, August 4, 2016 ? CommerceHub (NASDAQ: CHUBA) (NASDAQ: CHUBK), a leading distributed commerce network for retailers and brands, today announced that it will issue second quarter 2016 financial results for the period ended June 30, 2016 after the market close on Monday, August 22nd, 2016. On the same day the

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported):August 4, 2016 COMMERCEHUB, INC. (Exact name of registrant as specified in its charter) Delaware 001-37840 81-1001640 (State or other jurisdiction of incorporation or organization) (Co

Basic Shares Outstanding

Exhibit 99.1 CommerceHub Announces Distribution of Common Shares to Liberty Ventures and Minority Holders ALBANY, NY, August 1, 2016 ? CommerceHub (the ?company?) (NASDAQ: CHUBA, CHUBK), a leading distributed commerce network for retailers and brands, announced that at 5 p.m., Eastern Time, on July 22, 2016, 42.7 million shares of its Series A, B, and C common stock were distributed to shareholder

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported):August 1, 2016 COMMERCEHUB, INC. (Exact name of registrant as specified in its charter) Delaware 001-37840 81-1001640 (State or other jurisdiction of (Commission (I.R.S. Employer incor

CommerceHub, Inc. Legacy Stock Option Plan (incorporated by reference to Exhibit 10.4 to the 8-K).

Exhibit 10.4 COMMERCEHUB, INC. LEGACY STOCK OPTION PLAN 1. Purpose. The purpose of the Plan is to provide for the supplemental grant of stock options to purchase the common stock of CommerceHub, Inc., a Delaware corporation (together with any successor thereto, the “Company”) to holders of certain outstanding options issued under the Commerce Technologies, Inc. 1999 Stock Option Plan administered

Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the 8-K).

Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF COMMERCEHUB, INC. COMMERCEHUB, INC., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: (1) The name of the Corporation is CommerceHub, Inc. The original Certificate of Incorporation of the Corporation was filed on December 30, 2015. (2) This Restated Certificate of Incorporation restates a

CommerceHub, Inc. Legacy Stock Appreciation Rights Plan (incorporated by reference to Exhibit 10.3 to the 8-K).

Exhibit 10.3 COMMERCEHUB, INC. LEGACY STOCK APPRECIATION RIGHTS PLAN 1. Purpose of the Plan. The purpose of the Plan is to provide for the supplemental grant of stock options to purchase the common stock of CommerceHub, Inc., a Delaware corporation (together with any successor thereto, the ?Company?) to holders of certain outstanding stock appreciation rights issued under the Commerce Technologies

Reorganization Agreement, dated as of July 15, 2016, between Liberty Interactive Corporation and CommerceHub, Inc. (incorporated by reference to Exhibit 2.1 to CommerceHub, Inc.’s Current Report on Form 8-K filed on July 26, 2016 (File No. 001-37840) (the “CommerceHub 8-K”)).

Exhibit 2.1 REORGANIZATION AGREEMENT between LIBERTY INTERACTIVE CORPORATION and COMMERCEHUB, INC. Dated as of July 15, 2016 TABLE OF CONTENTS Page ARTICLE I THE RESTRUCTURING 2 1.1 Restructuring 2 1.2 Transfer of Spinco Assets and Spinco Business; Assumption of Spinco Liabilities 2 1.3 Third-Party Consents and Government Approvals 3 1.4 Further Actions 3 1.5 Restructuring Documents 3 1.6 Qualific

1

Exhibit 99.1 Liberty Interactive Corporation Announces Completion of CommerceHub Spin-Off ENGLEWOOD, Colo.?(BUSINESS WIRE)? Liberty Interactive Corporation (?Liberty?) (Nasdaq: QVCA, QVCB, LVNTA, LVNTB) announced that it has completed the spin-off (the ?Spin-Off?) of its subsidiary CommerceHub, Inc. (?CH Parent?) (Nasdaq: CHUBA, CHUBK) at 5:00 p.m., New York City time, today. As a result, Liberty

Tax Sharing Agreement, dated as of July 22, 2016, between Liberty Interactive Corporation and CommerceHub, Inc. (incorporated by reference to Exhibit 10.1 to the CommerceHub 8-K).

Exhibit 10.1 TAX SHARING AGREEMENT BETWEEN LIBERTY INTERACTIVE CORPORATION AND COMMERCEHUB, INC. TABLE OF CONTENTS Page SECTION 1. Definition of Terms 1 SECTION 2. Allocation of Taxes and Tax-Related Losses 8 2.1 Allocation of Taxes 8 2.2 Special Rules 9 2.3 Tax Payments 9 SECTION 3. Preparation and Filing of Tax Returns 9 3.1 Combined Returns 9 3.2 Separate Returns 9 3.3 Provision of Information

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 21, 2016 COMMERCEHUB, INC. (Exact name of registrant as specified in its charter) Delaware 001-37840 81-1001640 (State or other jurisdiction of incorporation or organization) (Co

Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the 8-K).

Exhibit 3.2 COMMERCEHUB, INC. A Delaware Corporation BYLAWS ARTICLE I STOCKHOLDERS Section 1.1 Annual Meeting. An annual meeting of stockholders for the purpose of electing directors and of transacting any other business properly brought before the meeting pursuant to these Bylaws shall be held each year at such date, time and place, either within or without the State of Delaware or, if so determi

SERVICES AGREEMENT

Exhibit 10.2 SERVICES AGREEMENT SERVICES AGREEMENT (this ?Agreement?), dated as of July 22, 2016, by and between Liberty Media Corporation, a Delaware corporation (the ?Provider?), and CommerceHub, Inc., a Delaware corporation (?CH Parent?). RECITALS WHEREAS, on the date hereof CH Parent is a subsidiary of Liberty Interactive Corporation, a Delaware corporation (?LIC?), and will hold, at the time

COMMERCEHUB, INC. 2016 EMPLOYEE STOCK PURCHASE PLAN

Exhibit 99.3 COMMERCEHUB, INC. 2016 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose. The purpose of the CommerceHub, Inc. 2016 Employee Stock Purchase Plan (the ?Plan?) is to encourage and enable the employees of the Company and its Participating Subsidiaries (as such term is defined in Section 2) to acquire a proprietary interest in the Company through the ownership of shares of each or any (as the conte

Commercehub POS EX

As filed with the Securities and Exchange Commission on July 22, 2016 REGISTRATION NO.

COMMERCEHUB, INC. LEGACY STOCK OPTION PLAN

Exhibit 99.2 COMMERCEHUB, INC. LEGACY STOCK OPTION PLAN 1. Purpose. The purpose of the Plan is to provide for the supplemental grant of stock options to purchase the common stock of CommerceHub, Inc., a Delaware corporation (together with any successor thereto, the ?Company?) to holders of certain outstanding options issued under the Commerce Technologies, Inc. 1999 Stock Option Plan administered

COMMERCEHUB, INC. LEGACY STOCK APPRECIATION RIGHTS PLAN

Exhibit 99.1 COMMERCEHUB, INC. LEGACY STOCK APPRECIATION RIGHTS PLAN 1. Purpose of the Plan. The purpose of the Plan is to provide for the supplemental grant of stock options to purchase the common stock of CommerceHub, Inc., a Delaware corporation (together with any successor thereto, the ?Company?) to holders of certain outstanding stock appreciation rights issued under the Commerce Technologies

Commercehub S-8

Table of Contents As filed with the Securities and Exchange Commission on July 22, 2016 Registration No.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 20, 2016 COMMERCEHUB, INC. (Exact name of registrant as specified in its charter) Delaware 001-37840 81-1001640 (State or other jurisdiction of incorporation or organization) (Co

1

Exhibit 99.1 Liberty Announces When-Issued Trading, Ex-Dividend Date and Trading Tier Information for Spin-Off of CommerceHub ENGLEWOOD, Colo.? Liberty Interactive Corporation (?Liberty?) (Nasdaq: QVCA, QVCB, LVNTA, LVNTB), announced today that, in connection with its upcoming spin-off (the ?Spin-Off?) of its subsidiary CommerceHub, Inc. (?CH Parent?), it has been advised by Nasdaq that shares of

Commercehub 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMERCEHUB, INC.

Commercehub S-1/A

As filed with the Securities and Exchange Commission on July 15, 2016 REGISTRATION NO.

FORM OF COMMERCEHUB, INC. TRANSITIONAL STOCK ADJUSTMENT PLAN ARTICLE I PURPOSE AND AMENDMENT OF PLAN

Exhibit 10.2 FORM OF COMMERCEHUB, INC. TRANSITIONAL STOCK ADJUSTMENT PLAN ARTICLE I PURPOSE AND AMENDMENT OF PLAN 1.1 Purpose. The purpose of the Plan is to provide for the supplemental grant of stock options to purchase the common stock of CommerceHub, Inc, a Delaware corporation (together with any successor thereto, the ?Company?) and restricted shares and restricted stock units of the Company?s

FORM OF COMMERCEHUB, INC. LEGACY STOCK APPRECIATION RIGHTS PLAN

Exhibit 10.16 FORM OF COMMERCEHUB, INC. LEGACY STOCK APPRECIATION RIGHTS PLAN 1. Purpose of the Plan. The purpose of the Plan is to provide for the supplemental grant of stock options to purchase the common stock of CommerceHub, Inc., a Delaware corporation (together with any successor thereto, the ?Company?) to holders of certain outstanding stock appreciation rights issued under the Commerce Tec

Executive Employment Agreement, dated effective as of June 28, 2016, by and between CTI and Francis Poore (incorporated by reference to Exhibit 10.11 to the S-1/A No. 3).

Exhibit 10.11 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this ?Agreement?), dated effective as of June 28, 2016 (the ?Effective Date?), is made by and between Commerce Technologies, Inc., a New York corporation (the ?Company? or ?Employer?), and Francis Poore (the ?Executive?). In consideration of the premises and mutual covenants contained herein and for other good and va

Commercehub ESP

30 ROCKEFELLER PLAZA NEW YORK, NEW YORK 10112-4498 TEL +1 212.408.2500 FAX +1 212.408.2501 BakerBotts.com AUSTIN BEIJING BRUSSELS DALLAS DUBAI HONG KONG HOUSTON LONDON MOSCOW NEW YORK PALO ALTO RIYADH SAN FRANCISCO WASHINGTON July 14, 2016 VIA EDGAR Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Maryse Mills-Apenteng, Special Counsel, Office of Information Te

Commercehub ESP

CommerceHub, Inc. 201 Fuller Road, 6th Floor Albany, New York 12203 (518) 810-0700 July 14, 2016 Via EDGAR transmission Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: CommerceHub, Inc. Registration Statement on Form S-1 (File No. 333-210508) Ladies and Gentlemen: CommerceHub, Inc. (the ?Issuer?) hereby requests acceleration of the e

FORM OF COMMERCEHUB, INC. 2016 OMNIBUS INCENTIVE PLAN ARTICLE I PURPOSE OF PLAN; EFFECTIVE DATE

Exhibit 10.1 FORM OF COMMERCEHUB, INC. 2016 OMNIBUS INCENTIVE PLAN ARTICLE I PURPOSE OF PLAN; EFFECTIVE DATE 1.1 Purpose. The purpose of the Plan is to promote the success of the Company by providing a method whereby (i) eligible officers and employees of the Company and its Subsidiaries, (ii) directors and independent contractors, and (iii) employees of Liberty Media Corporation or Liberty Intera

Form of CommerceHub, Inc. Legacy Stock Appreciation Rights Plan Stock Option Agreement for Francis Poore (relating to performance-vesting awards) (incorporated by reference to Exhibit 10.18 to the S-1/A No. 3).

Exhibit 10.18 FORM OF COMMERCEHUB, INC. LEGACY STOCK APPRECIATION RIGHTS PLAN STOCK OPTION AGREEMENT [Relating to Conversion of Existing SARs] This Stock Option Agreement (the ?Option Agreement?), dated as of the day of (the ?Grant Date?), is between CommerceHub, Inc., a Delaware corporation (the ?Company?), and (the ?Awardee?). WHEREAS, the Awardee was a holder of outstanding stock appreciation r

FORM OF RESTATED CERTIFICATE OF INCORPORATION COMMERCEHUB, INC.

Exhibit 3.1 FORM OF RESTATED CERTIFICATE OF INCORPORATION OF COMMERCEHUB, INC. COMMERCEHUB, INC., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: (1) The name of the Corporation is CommerceHub, Inc. The original Certificate of Incorporation of the Corporation was filed on December 30, 2015. (2) This Restated Certificate of Incorporation re

Form of CommerceHub, Inc. Legacy Stock Appreciation Rights Plan Stock Option Agreement (incorporated by reference to Exhibit 10.17 to the S-1/A No. 3).

Exhibit 10.17 FORM OF COMMERCEHUB, INC. LEGACY STOCK APPRECIATION RIGHTS PLAN STOCK OPTION AGREEMENT This Stock Option Agreement (the ?Option Agreement?), dated as of the day of 2016 (the ?Grant Date?), is between CommerceHub, Inc., a Delaware corporation (the ?Company?), and (the ?Awardee?). WHEREAS, the Awardee was a holder of outstanding stock appreciation rights (the ?Original SAR?) granted on

Credit Agreement, dated as of June 28, 2016, among Commerce Technologies, Inc. ("CTI") (to be merged into Commerce Technologies, LLC ("CTLLC"), Holdings party thereto, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Wells Fargo Bank, National Association, SunTrust Bank and KeyBank National Association, as Co-Syndication Agents (incorporated by reference to Exhibit 4.4 to Amendment No. 3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-210508), as filed on July 14, 2016 (the “S-1/A No. 3”)).

Exhibit 4.4 CREDIT AGREEMENT dated as of June 28, 2016 among COMMERCE TECHNOLOGIES, INC. (to be merged into Commerce Technologies, LLC) Holdings Party Hereto The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent WELLS FARGO BANK, NATIONAL ASSOCIATION, SUNTRUST BANK and KEYBANK NATIONAL ASSOCIATION as Co-Syndication Agents JPMORGAN CHASE BANK, N.A. as Lead Arranger and Lead Boo

FORM OF SERVICES AGREEMENT

Exhibit 10.4 FORM OF SERVICES AGREEMENT SERVICES AGREEMENT (this ?Agreement?), dated as of [?], 2016, by and between Liberty Media Corporation, a Delaware corporation (the ?Provider?), and CommerceHub, Inc., a Delaware corporation (?CH Parent?). RECITALS WHEREAS, on the date hereof CH Parent is a subsidiary of Liberty Interactive Corporation, a Delaware corporation (?LIC?), and will hold, at the t

As filed with the Securities and Exchange Commission on July 14, 2016

Use these links to rapidly review the document TABLE OF CONTENTS FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on July 14, 2016 REGISTRATION NO.

Form of CommerceHub, Inc. Legacy Stock Appreciation Rights Plan Stock Option Agreement for Francis Poore (relating to time-vesting awards) (incorporated by reference to Exhibit 10.19 to the S-1/A No. 3).

Exhibit 10.19 FORM OF COMMERCEHUB, INC. LEGACY STOCK APPRECIATION RIGHTS PLAN STOCK OPTION AGREEMENT [Relating to Conversion of New SARs] This Stock Option Agreement (the ?Option Agreement?), dated as of the day of 2016 (the ?Grant Date?), is between CommerceHub, Inc., a Delaware corporation (the ?Company?), and Francis Poore (the ?Awardee?). WHEREAS, the Awardee was a holder of outstanding stock

COMMERCEHUB, INC. A Delaware Corporation FORM OF BYLAWS ARTICLE I

Exhibit 3.2 COMMERCEHUB, INC. A Delaware Corporation FORM OF BYLAWS ARTICLE I STOCKHOLDERS Section 1.1 Annual Meeting. An annual meeting of stockholders for the purpose of electing directors and of transacting any other business properly brought before the meeting pursuant to these Bylaws shall be held each year at such date, time and place, either within or without the State of Delaware or, if so

Form of Indemnification Agreement by and between the Registrant and its executive officers/directors (incorporated by reference to Exhibit 10.5 to the S-1/A No. 3).

Exhibit 10.5 FORM OF INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this ?Agreement?) is made and entered into as of this [ ] day of [ ], by and between CommerceHub, Inc., a Delaware corporation (the ?Company?), and [ ] (the ?Indemnitee?). WHEREAS, it is essential to the Company and its mission to retain and attract as officers and directors the most capable persons available; WHEREAS,

List of Subsidiaries

EX-21.1 18 a2229152zex-211.htm EX-21.1 Exhibit 21.1 List of Subsidiaries A table of subsidiaries of CommerceHub, Inc. following the Spin-Off is set forth below, indicating as to each the state or jurisdiction of organization and the names under which such subsidiaries do business. Subsidiary Jurisdiction of Formation Name Doing Business As Commerce Technologies, LLC Delaware CommerceHub CommerceHu

FORM OF REORGANIZATION AGREEMENT LIBERTY INTERACTIVE CORPORATION COMMERCEHUB, INC. Dated as of [·], 2016

Exhibit 2.1 FORM OF REORGANIZATION AGREEMENT between LIBERTY INTERACTIVE CORPORATION and COMMERCEHUB, INC. Dated as of [?], 2016 TABLE OF CONTENTS Page ARTICLE I THE RESTRUCTURING 2 1.1 Restructuring 2 1.2 Transfer of Spinco Assets and Spinco Business; Assumption of Spinco Liabilities 2 1.3 Third-Party Consents and Government Approvals 3 1.4 Further Actions 3 1.5 Restructuring Documents 3 1.6 Qual

COMMERCE TECHNOLOGIES, INC. 2010 STOCK APPRECIATION RIGHTS PLAN EVIDENCE OF STOCK APPRECIATION RIGHT

Exhibit 10.20 COMMERCE TECHNOLOGIES, INC. 2010 STOCK APPRECIATION RIGHTS PLAN EVIDENCE OF STOCK APPRECIATION RIGHT 1. Grant of SAR. a. Pursuant to the terms of the Commerce Technologies, Inc. 2010 Stock Appreciation Rights Plan (as amended effective as of January 13, 2011, and as may be amended from time to time, the ?Plan?), the Committee hereby grants to Francis Poore (?Awardee?), a Stock Apprec

FORM OF COMMERCE TECHNOLOGIES, INC. 2010 STOCK APPRECIATION RIGHTS PLAN

Exhibit 10.8 FORM OF COMMERCE TECHNOLOGIES, INC. 2010 STOCK APPRECIATION RIGHTS PLAN Table of Contents 1. Preamble 1 2. Purpose of the Plan 2 3. Eligibility 2 4. Definitions 2 5. Grants of Stock Appreciation Rights 5 6. Transferability 10 7. Adjustments 10 8. Withholding Taxes 10 9. Administration of the Plan 11 10. Termination of Service, Death and Disability Provisions 12 11. Leave of Absence 12

As filed with the Securities and Exchange Commission on June 27, 2016

Use these links to rapidly review the document TABLE OF CONTENTS FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on June 27, 2016 REGISTRATION NO.

Specimen Certificate for shares of Series B Common Stock, par value $.01 per share, of the Registrant (incorporated by reference to Exhibit 4.2 to the S-1/A No. 2).

EXHIBIT 4.2 Number B- Incorporated Under the Laws of the State of Delaware Shares -0- Cusip No. COMMERCEHUB, INC. Series B Common Stock, par value $.01 per share Specimen Certificate This Certifies that [ ] is the owner of [ ] FULLY PAID AND NON-ASSESSABLE SHARES OF SERIES B COMMON STOCK, PAR VALUE $0.01 PER SHARE, OF COMMERCEHUB, INC. (hereinafter called the ?Corporation?) transferable on the boo

COMMERCE TECHNOLOGIES, INC. 1999 STOCK OPTION PLAN (As Amended and Restated Effective February 13, 2002)

EX-10.6 6 a2229004zex-106.htm EX-10.6 Exhibit 10.6 COMMERCE TECHNOLOGIES, INC. 1999 STOCK OPTION PLAN (As Amended and Restated Effective February 13, 2002) WHEREAS, Commerce Technologies, Inc. (the “Corporation”) adopted the Commerce Technologies, Inc. 1999 Stock Option Plan (the “Plan”), effective September 16, 1999; WHEREAS, Section 17 of the Plan provides that, subject to certain inapplicable l

Offer Letter, dated May 23, 2016, between CTI and Mark Greenquist (incorporated by reference to Exhibit 10.15 to the S-1/A No. 2).

Exhibit 10.15 201 Fuller Road, 6th Floor Albany, NY 12203 Tel 518.810.0700 commercehub.com May 23, 2016 Mark Greenquist [Address] Dear Mark: It is with great pleasure that I invite you to join Commerce Technologies, Inc. (?CommerceHub? or the ?Company?). Set forth below are the terms of your offer of employment. Start Date: June 16, 2016 Title: Chief Financial Officer Reporting to: You will report

COMMERCE TECHNOLOGIES, INC. 1999 STOCK OPTION PLAN NONQUALIFIED STOCK OPTION AGREEMENT

Exhibit 10.7 COMMERCE TECHNOLOGIES, INC. 1999 STOCK OPTION PLAN NONQUALIFIED STOCK OPTION AGREEMENT This Nonqualified Stock Option Agreement (the ?Option Agreement?), dated as of the day of , 20 (the ?Effective Date?), is between Commerce Technologies, Inc., a New York corporation (the ?Corporation?), and (the ?Optionee?), an employee of the Corporation or of a parent or subsidiary of the Corporat

COMMERCE TECHNOLOGIES, INC. 2010 STOCK APPRECIATION RIGHTS PLAN EVIDENCE OF STOCK APPRECIATION RIGHT

EX-10.9 9 a2229004zex-109.htm EX-10.9 Exhibit 10.9 COMMERCE TECHNOLOGIES, INC. 2010 STOCK APPRECIATION RIGHTS PLAN EVIDENCE OF STOCK APPRECIATION RIGHT 1. Grant of SAR. Pursuant to the terms of the Commerce Technologies, Inc. 2010 Stock Appreciation Rights Plan (“Plan”), the Committee hereby grants to (“Awardee”), a Stock Appreciation Right (“SAR”), subject to the terms, definitions and provisions

GENERAL RELEASE OF CLAIMS AND COVENANT NOT TO SUE

EX-10.14 13 a2229004zex-1014.htm EX-10.14 Exhibit 10.14 ZEN Building 201 Fuller Road, 6th Floor Albany, NY 12203 tel 518.810.0700 commercehub.com PERSONAL AND CONFIDENTIAL April 18, 2016 Robert Marro [Address] This is a Release and Separation Agreement (the “Agreement”) between Robert Marro (“Employee,” “you” or “your”) and Commerce Technologies, Inc. (“CommerceHub” and, together with its successo

EMPLOYMENT AGREEMENT

Exhibit 10.12 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of this 21st day of February, 2007 (the ?Agreement?), by and between Commerce Technologies, Inc. a New York corporation with its principal place of business at 255 Fuller Road, Albany, NY 12203 (the ?Company?) and Bob Marro, an individual residing at (?Executive?). RECITALS WHEREAS, the Company realizes that the future growth, profi

FORM OF COMMERCE TECHNOLOGIES, INC. 2010 STOCK APPRECIATION RIGHTS PLAN EVIDENCE OF STOCK APPRECIATION RIGHT

EX-10.10 10 a2229004zex-1010.htm EX-10.10 Exhibit 10.10 FORM OF COMMERCE TECHNOLOGIES, INC. 2010 STOCK APPRECIATION RIGHTS PLAN EVIDENCE OF STOCK APPRECIATION RIGHT 1. Grant of SAR. Pursuant to the terms of the Commerce Technologies, Inc. 2010 Stock Appreciation Rights Plan (“Plan”), the Committee hereby grants to (“Awardee”), a Stock Appreciation Right (“SAR”), subject to the terms, definitions a

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EX-10.13 12 a2229004zex-1013.htm EX-10.13 Exhibit 10.13 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of January 8, 2015 (the “Agreement”), by and between Commerce Technologies, Inc., a New York corporation with its principal place of business at 255 Fuller Road, Albany, NY 12203 (the “Company”) and Eric Best, an individual residing at (“Executi

Specimen Certificate for shares of Series C Common Stock, par value $.01 per share, of the Registrant (incorporated by reference to Exhibit 4.3 to the S-1/A No. 2).

EX-4.3 4 a2229004zex-43.htm EX-4.3 EXHIBIT 4.3 Number C- Incorporated Under the Laws of the State of Delaware Shares -0- Cusip No. COMMERCEHUB, INC. Series C Common Stock, par value $.01 per share Specimen Certificate This Certifies that [ ] is the owner of [ ] FULLY PAID AND NON-ASSESSABLE SHARES OF SERIES C COMMON STOCK, PAR VALUE $0.01 PER SHARE, OF COMMERCEHUB, INC. (hereinafter called the “Co

Specimen Certificate for shares of Series A Common Stock, par value $.01 per share, of the Registrant (incorporated by reference to Exhibit 4.1 to Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-210508), as filed on June 28, 2016 (the “S-1/A No. 2”)).

EXHIBIT 4.1 Number A- Incorporated Under the Laws of the State of Delaware Shares -0- Cusip No. COMMERCEHUB, INC. Series A Common Stock, par value $.01 per share Specimen Certificate This Certifies that [ ] is the owner of [ ] FULLY PAID AND NON-ASSESSABLE SHARES OF SERIES A COMMON STOCK, PAR VALUE $0.01 PER SHARE, OF COMMERCEHUB, INC. (hereinafter called the ?Corporation?) transferable on the boo

FORM OF TAX SHARING AGREEMENT LIBERTY INTERACTIVE CORPORATION COMMERCEHUB, INC.

Exhibit 10.3 FORM OF TAX SHARING AGREEMENT BETWEEN LIBERTY INTERACTIVE CORPORATION AND COMMERCEHUB, INC. TABLE OF CONTENTS Page SECTION 1. Definition of Terms 1 SECTION 2. Allocation of Taxes and Tax-Related Losses 8 2.1 Allocation of Taxes 8 2.2 Special Rules 9 2.3 Tax Payments 9 SECTION 3. Preparation and Filing of Tax Returns 9 3.1 Combined Returns 9 3.2 Separate Returns 9 3.3 Provision of Info

Commercehub ESP

30 ROCKEFELLER PLAZA AUSTIN LONDON NEW YORK, NEW YORK BEIJING MOSCOW 10112-4498 BRUSSELS NEW YORK DALLAS PALO ALTO TEL +1 DUBAI RIYADH 212.

Commercehub ESP

30 ROCKEFELLER PLAZA NEW YORK, NEW YORK 10112-4498 TEL +1 212.408.2500 FAX +1 212.408.2501 BakerBotts.com AUSTIN BEIJING BRUSSELS DALLAS DUBAI HONG KONG HOUSTON LONDON MOSCOW NEW YORK PALO ALTO RIYADH SAN FRANCISCO WASHINGTON June 3, 2016 VIA EDGAR Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Maryse Mills-Apenteng, Special Counsel, Office of Information Tec

As filed with the Securities and Exchange Commission on June 3, 2016

Use these links to rapidly review the document TABLE OF CONTENTS FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on June 3, 2016 REGISTRATION NO.

Commercehub ESP

30 ROCKEFELLER PLAZA NEW YORK, NEW YORK 10112-4498 TEL +1 212.408.2500 FAX +1 212.408.2501 BakerBotts.com AUSTIN BEIJING BRUSSELS DALLAS DUBAI HONG KONG HOUSTON LONDON MOSCOW NEW YORK PALO ALTO RIYADH SAN FRANCISCO WASHINGTON March 31, 2016 Via EDGAR Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Ladies and Gentlemen: Re: CommerceHub, Inc., Registration Statement on For

As filed with the Securities and Exchange Commission on March 31, 2016

S-1 1 a2227352zs-1.htm S-1 Use these links to rapidly review the document TABLE OF CONTENTS FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on March 31, 2016 REGISTRATION NO. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COMMERCEHUB, INC. (Exact name of Regist